1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 13
TO
FORM T-3
FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES
UNDER THE
TRUST INDENTURE ACT OF 1939
SAN JACINTO HOLDINGS INC.
(NAME OF APPLICANT)
2121 San Jacinto Street, Suite 1000
Dallas, Texas 75201
(Address of Principal Executive Offices)
SECURITIES ISSUED UNDER
THE INDENTURE QUALIFIED
Title of Class Amount
-------------- ------
12% Senior Subordinated Notes Maximum of
Due December 31, 2002 $66,138,406
Name and Address of Agent
for Service of Process:
Elvis L. Mason
San Jacinto Holdings Inc.
2121 San Jacinto Street, Suite 1000
Dallas, Texas 75201
with a copy to:
J. Kenneth Menges, Jr., P.C.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4618
Effective Date of Form T-3: January 25, 1996
This Document Consists of ____ Pages
Exhibit Index Begins on Page ____
2
November 24, 1998
POST-EFFECTIVE AMENDMENT NO. 13 TO FORM T-3
Filed herewith as Exhibit T3E-17 is the Quarterly Financial Statements for the
three and nine month periods ended September 30, 1998 of San Jacinto Holdings
Inc. (the "Company") and Safeguard Business Systems, Inc. which is required to
be furnished to holders of the Company's 12% Senior Subordinated Notes (the "New
Notes") and filed with the Securities and Exchange Commission pursuant to
Section 4.03 of the indenture between the Company and U.S. Trust Company of
Texas, N.A., as Trustee which governs the New Notes of the Company.
THE DATE OF THIS POST-EFFECTIVE AMENDMENT NO. 13
TO FORM T-3 IS NOVEMBER 16, 1998.
3
Contents of Application for Qualification. This application for qualification
comprises:
(a) One page, numbered 1.
** (b) The Statement of Eligibility and Qualification of U.S. Trust
Company of Texas, N.A. as trustee under the New Notes Indenture
to be qualified.
(c) The following exhibits in addition to those filed as part of the
Statement of Eligibility and Qualification of the trustee.
** EXHIBIT T3A - Certificate of Incorporation, with all amendments
thereto, of the Company.
** EXHIBIT T3B - Amended and Restated By-laws of the Company.
** EXHIBIT T3C-1 - Indenture dated as of ___________, 1995, between
the Company and U.S. Trust Company of Texas, N.A., as Trustee.
** EXHIBIT T3C-2 - Indenture dated as of ____________, 1995, between
the Company and U.S. Trust Company of Texas, N.A., as Trustee
pursuant to the Supplement to Exchange Offer and Consent
Solicitation.
** EXHIBIT T3C-3 - Indenture dated as of _____________, 1996,
between the Company and U.S. Trust Company of Texas, N.A., as
Trustee pursuant to the Third Supplement to Exchange Offer and
Consent Solicitation.
** EXHIBIT T3C-4 - Amended Indenture dated as of January 26, 1996,
between the Company and U.S. Trust Company of Texas, N.A., as
Trustee.
EXHIBIT T3D - Not Applicable.
** EXHIBIT T3E-1 - Exchange Offer and Consent Solicitation.
** EXHIBIT T3E-2(a) - Form of Letter of Transmittal to holders of
the Company's 8% Senior Subordinated Notes due December 31, 2000.
** EXHIBIT T3E-2(b) - Form of Letter of Transmittal to holders of
the Company's 8% Subordinated Debentures due December 31, 2000.
** EXHIBIT T3E-2(c) - Form of Letter of Transmittal to holders of
the Company's 8% Senior Subordinated Notes due December 31, 2000
pursuant to the Supplement to Exchange Offer and Consent
Solicitation.
** EXHIBIT T2E-2(d) - Form of Letter of Transmittal to holders of
the Company's 8% Subordinated Debentures due December 31, 2000
pursuant to the Supplement to Exchange Offer and Consent
Solicitation.
** EXHIBIT T3E-2(e) - Form of Letter of Transmittal to holders of
the Company's 8% Senior Subordinated Notes due December 31, 2000
pursuant to the Third Supplement to Exchange Offer and Consent
Solicitation.
** EXHIBIT T3E-2(f) - Form of Letter of Transmittal to holders of
the Company's 8% Subordinated Debentures due December 31, 2000
pursuant to the Third Supplement to Exchange Offer and Consent
Solicitation.
** EXHIBIT T3E-3(a) - Form of Notice of Guaranteed Delivery to be
provided to holders of the Company's 8% Senior Subordinated Notes
due December 31, 2000.
** EXHIBIT T3E-3(b) - Form of Notice of Guaranteed Delivery to be
provided to holders of the Company's 8% Subordinated Debentures
due December 31, 2000.
4
** EXHIBIT T3E-3(c) - Form of letter to Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
** EXHIBIT T3E-3(d) - Form of letter to be sent by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees to their
clients.
** EXHIBIT T3E-3(e) - Form of Notice of Guaranteed Delivery to be
provided to holders of the Company's 8% Senior Subordinated Notes
due December 31, 2000 pursuant to the Supplement to Exchange
Offer and Consent Solicitation.
** EXHIBIT T3E-3(f) - Form of Notice of Guaranteed Delivery to be
provided to holders of the Company's 8% Subordinated Debentures
due December 31, 2000 pursuant to the Supplement to Exchange
Offer and Consent Solicitation.
** EXHIBIT T3E-3(g) - Form of letter to Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees pursuant to the
Supplement to Exchange Offer and Consent Solicitation.
** EXHIBIT T3E-3(h) - Form of letter to be sent by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees to their
clients pursuant to the Supplement to Exchange Offer and Consent
Solicitation.
** EXHIBIT T3E-3(i) - Form of Notice of Guaranteed Delivery to be
provided to holders of the Company's 8% Senior Subordinated Notes
due December 31, 2000 pursuant to the Third Supplement to
Exchange Offer and Consent Solicitation.
** EXHIBIT T3E-3(j) - Form of Notice of Guaranteed Delivery to be
provided to holders of the Company's 8% Subordinated Debentures
due December 31, 2000 pursuant to the Third Supplement to
Exchange Offer and Consent Solicitation.
** EXHIBIT T3E-(k) - Form of letter to Broker, Dealers, Commercial
Banks, Trust Companies and Other Nominees pursuant to the Third
Supplement to Exchange Offer and Consent Solicitation.
** EXHIBIT T3E-(l) - Form of letter to be sent by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees to their
clients pursuant to the Third Supplement to Exchange Offer and
Consent Solicitation.
** EXHIBIT T3E-4(a) - Supplement to Exchange Offer and Consent
Solicitation.
** EXHIBIT T3E-4(b) - Second Supplement to Exchange Offer and
Consent Solicitation.
** EXHIBIT T3E-4(c) - Third Supplement to Exchange Offer and Consent
Solicitation.
** EXHIBIT T3E-5 - Notice of Extension of Expiration Date.
** EXHIBIT T3E-6 - 1995 Annual Report of the Company and Safeguard
Business Systems, Inc.
** EXHIBIT T3E-7 - Quarterly Financial Statements for the three
month period ended March 31, 1996.
** EXHIBIT T3E-8 - Quarterly Financial Statements for the three and
six month periods ended June 30, 1996.
- --------------
* Filed herewith.
** Filed previously.
5
** EXHIBIT T3E-9 - Quarterly Financial Statements for the three and
nine month periods ended September 30, 1996.
** EXHIBIT T3E-10 - 1996 Annual Report of the Company and Safeguard
Business Systems, Inc.
** EXHIBIT T3E-11 - Quarterly Financial Statements for the three
month period ended March 31, 1997.
** EXHIBIT T3E-12 - Quarterly Financial Statements for the three and
six month periods ended June 30, 1997.
** EXHIBIT T3E-13 - Quarterly Financial Statements for the three and
nine month periods ended September 30, 1997.
** EXHIBIT T3E-14- 1997 Annual Report of the Company and Safeguard
Business Systems, Inc.
** EXHIBIT T3E-15 - Quarterly Financial Statements for the three
month period ended March 31, 1998.
** EXHIBIT T3E-16 - Quarterly Financial Statements for the three and
six month periods ended June 30, 1998.
* EXHIBIT T3E-17 - Quarterly Financial Statements for the three and
nine month periods ended September 30, 1998.
** EXHIBIT T3F - A cross reference sheet showing the exact location
of the provisions of the New Notes Indenture inserted therein
pursuant to Section 310 through 318(A), inclusive, of the Act
(included as part of Exhibit T3C).
- --------------
* Filed herewith.
** Filed previously.
6
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant,
San Jacinto Holdings Inc., a corporation organized and existing under the laws
of the State of Delaware, has duly caused this Post-Effective Amendment to be
signed on its behalf by the undersigned, thereunto duly authorized, and its seal
to be hereunto affixed and attested, all in the City of Dallas, Texas on the
16th day of November 1998.
(SEAL)
SAN JACINTO HOLDINGS INC.
Attest: By: /s/ Elvis L. Mason
-------------------------------------
Name: Elvis L. Mason
Title: Chairman and Chief Executive
Officer
/s/ Michael D. Magill
- --------------------------------
Name: Michael D. Magill
Title: President and Chief
Operating Officer
7
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT PAGE
- ----------- ------- ----
** EXHIBIT T3A Certificate of Incorporation, with all
amendments thereto, of the Company .........
** EXHIBIT T3B Amended and Restated By-laws of the
Company ....................................
** EXHIBIT T3C-1 Indenture dated as of ___________, 1995,
between the Company and U.S. Trust Company
of Texas, N.A., as Trustee .................
** EXHIBIT T3C-2 Indenture dated as of ___________, 1995,
between the Company and U.S. Trust Company
of Texas, N.A., as Trustee pursuant to the
Supplement to Exchange Offer and Consent
Solicitation ...............................
** EXHIBIT T3C-3 Indenture dated as of _________, 1996,
between the Company and U.S. Trust Company
of Texas, N.A., as Trustee pursuant to the
Third Supplement to Exchange Offer and
Consent Solicitation .......................
** EXHIBIT T3C-4 Amended Indenture dated as of January 26,
1996, between the Company and U.S. Trust
Company of Texas, N.A., as Trustee .........
EXHIBIT T3D Not Applicable
** EXHIBIT T3E-1 Exchange Offer and Consent Solicitation ....
** EXHIBIT T3E-2(a) Form of Letter of Transmittal to holders of
the Company's 8% Senior Subordinated Notes
due December 31, 2000 ......................
** EXHIBIT T3E-2(b) Form of Letter of Transmittal to holders of
the Company's 8% Subordinated Debentures due
December 31, 2000 ..........................
** EXHIBIT T3E-2(c) Form of Letter of Transmittal to holders of
the Company's 8% Senior Subordinated Notes
due December 31, 2000 pursuant to the
Supplement to Exchange Offer and Consent
Solicitation ...............................
** EXHIBIT T3E-2(d) Form of Letter of Transmittal to holders of
the Company's 8% Subordinated Debentures
due December 31, 2000 pursuant to the
Supplement to Exchange Offer and Consent
Solicitation ...............................
** EXHIBIT T3E-2(e) Form of Letter of Transmittal to holders of
the Company's 8% Senior Subordinated Notes
due December 31, 2000 pursuant to the Third
Supplement to Exchange Offer and Consent
Solicitation ...............................
- --------------
* Filed herewith.
** Filed previously.
8
** EXHIBIT T3E-2(f) Form of Letter of Transmittal to holders of
the Company's 8% Senior Subordinated
Debentures due December 31, 2000 pursuant
to the Third Supplement to Exchange Offer
and Consent Solicitation ...................
** EXHIBIT T3E-3(a) Form of Notice of Guaranteed Delivery to be
provided to holders of the Company's 8%
Senior Subordinated Notes due December 31,
2000 .......................................
** EXHIBIT T3E-3(b) Form of Notice of Guaranteed Delivery to
be provided to holders of the Company's
8% Subordinated Debentures due December 31,
2000 .......................................
** EXHIBIT T3E-3(c) Form of letter to Brokers, Dealers,
Commercial Banks, Trust Companies and
Other Nominees .............................
** EXHIBIT T3E-3(d) Form of letter to be sent by Brokers,
Dealers, Commercial Banks, Trust Companies
and Other Nominees to their clients ........
** EXHIBIT T3E-3(e) Form of Notice of Guaranteed Delivery to
be provided to holders of the Company's 8%
Senior Subordinated Notes due December 31,
2000 pursuant to the Supplement to Exchange
Offer and Consent Solicitation .............
** EXHIBIT T3E-3(f) Form of Notice of Guaranteed Delivery to
be provided to holders of the Company's 8%
Subordinated Debentures due December 31,
2000 pursuant to the Supplement to Exchange
Offer and Consent Solicitation .............
** EXHIBIT T3E-3(g) Form of letter to Brokers, Dealers,
Commercial Banks, Trust Companies and Other
Nominees pursuant to the Supplement to
Exchange Offer and Consent Solicitation ....
** EXHIBIT T3E-3(h) Form of letter to be sent by Brokers,
Dealers, Commercial Banks, Trust Companies
and Other Nominees to their clients pursuant
to the Supplement to Exchange Offer and
Consent Solicitation .......................
** EXHIBIT T3E-3(i) Form of Notice of Guaranteed Delivery to be
provided to holders of the Company's 8%
Senior Subordinated Notes due December 31,
2000 pursuant to the Third Supplement to
Exchange Offer and Consent Solicitation ....
** EXHIBIT T3E-3(j) Form of Notice of Guaranteed Delivery to be
provided to holders of the Company's 8%
Subordinated Debentures due December 31,
2000 pursuant to the Third Supplement to
Exchange Offer and Consent Solicitation ....
- --------------
* Filed herewith.
** Filed previously.
9
** EXHIBIT T3E-3(k) Form of letter to Broker, Dealers,
Commercial Banks, Trust Companies and Other
Nominees pursuant to the Third Supplement
to Exchange Offer and Consent Solicitation .
** EXHIBIT T3E-3(l) Form of letter to be sent by Brokers,
Dealers, Commercial Banks, Trust Companies
and Other Nominees to their clients pursuant
to the Third Supplement to Exchange Offer
and Consent Solicitation ...................
** EXHIBIT T3E-4(a) Supplement to Exchange Offer and Consent
Solicitation ...............................
** EXHIBIT T3E-4(b) Second Supplement to Exchange Offer and
Consent Solicitation .......................
** EXHIBIT T3E-4(c) Third Supplement to Exchange Offer and
Consent Solicitation .......................
** EXHIBIT T3E-5 Notice of Extension of Expiration Date .....
** EXHIBIT T3E-6 1995 Annual Report of the Company and
Safeguard Business Systems, Inc. ...........
** EXHIBIT T3E-7 Quarterly Financial Statements for the three
month period ended March 31, 1996 ..........
** EXHIBIT T3E-8 Quarterly Financial Statements for the three
and six month periods ended June 30, 1996 ..
** EXHIBIT T3E-9 Quarterly Financial Statements for the three
and nine month periods ended September 30,
1996 .......................................
** EXHIBIT T3E-10 1996 Annual Report of the Company and
Safeguard Business Systems, Inc. ...........
** EXHIBIT T3E-11 Quarterly Financial Statements for the three
month period ended March 31, 1997 ..........
- --------------
* Filed herewith.
** Filed previously.
10
* EXHIBIT T3E-12 Quarterly Financial Statements for the six
month period ended June 30, 1997 ...........
** EXHIBIT T3E-13 Quarterly Financial Statements for the three
and nine month periods ended September 30,
1997 .......................................
** EXHIBIT T3E-14 1997 Annual Report of the Company and
Safeguard Business Systems, Inc. ...........
** EXHIBIT T3E-15 Quarterly Financial Statements for the three
month period ended March 31, 1998 ..........
** EXHIBIT T3E-16 Quarterly Financial Statements for the three
month and six month periods ended June 30,
1998 .......................................
* EXHIBIT T3E-17 Quarterly Financial Statements for the three
month and nine month periods ended September
30, 1998 ...................................
- --------------
*Filed herewith.
** Filed as part of or as the exhibit indicated to the Form T-3 filed with the
Commission on December 1, 1995 and incorporated herein by reference.
*** Filed as part of or as the exhibit indicated to the Form T-3 filed with the
Commission on December 15, 1995 and incorporated herein by reference.
**** Filed as Exhibit T3C to the Application for Qualification of Indenture on
Form T-3 (No. 22-21350) filed by the Company with the Securities and
Exchange Commission on November 21, 1991 and incorporated herein by
reference.