- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM 10-K/A (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE |X| SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE |_| SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] FOR THE TRANSITION PERIOD FROM ________ TO ________. COMMISSION FILE NUMBER 1-11794 E. W. BLANCH HOLDINGS, INC. (Exact name of registrant as specified in its charter) DELAWARE 41-1741779 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3500 WEST 80TH STREET, MINNEAPOLIS, MINNESOTA 55431 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (612) 835-3310 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: Name of Each Exchange Title of Each Class on Which Registered ------------------- ------------------- Common Stock, par value $.01 per share New York Stock Exchange Preferred Share Purchase Rights New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: NONE Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes __X__ No _____ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K. |_| As of March 19, 1998, 12,620,000 shares of Common Stock were outstanding and the aggregate market value of the Common Stock held by non-affiliates of the Registrant on that date was approximately $479,560,000 DOCUMENTS INCORPORATED BY REFERENCE. 1. Portions of Registrant's 1997 Annual Report to Shareholders are incorporated into Parts I, II and IV. 2. Portions of Registrant's Proxy Statement dated March 20, 1998 are incorporated into Part III. - -------------------------------------------------------------------------------- PART II Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The information contained in Exhibit 13.1, pages 13 through 32, is incorporated herein by reference to this Form 10-K/A. Exhibit 13.1 reflects the following changes from Exhibit 13 previously filed with the registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1997. In the registrant's Consolidated Balance Sheets for the year ended December 31, 1997 on page 15: Accounts payable should be $14,420 Notes payable to banks should be $1,379 These numbers were inadvertently transposed in Exhibit 13 to the previously filed Form 10-K. All other information contained in Exhibit 13.1 is unchanged from Exhibit 13 to the previously filed Form 10-K. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, E. W. Blanch Holdings, Inc. has duly caused this annual report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized, on May 4, 1998. E. W. BLANCH HOLDINGS, INC. (Registrant) By: /s/ Edgar W. Blanch, Jr. ------------------------------------------- Edgar W. Blanch, Jr., Chairman of the Board, Chief Executive Officer and Director INDEX TO EXHIBITS Exhibit Number Description - ------ ----------- 13.1 Portions of the 1997 Annual Report to Shareholders, as corrected, incorporated by reference in this Form 10-K/A (1) 23.1 Consent of Ernst & Young LLP (1) - --------------------------- (1) Filed with this Annual Report on Form 10-K/A