SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
E. W. BLANCH HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 41-1741779
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
500 NORTH AKARD, SUITE 4500
DALLAS, TEXAS 75201
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
PREFERRED SHARE PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
Item 1. Description of Registrant's Securities to be Registered.
As of October 16, 1998, E.W. Blanch Holdings, Inc. (the "Company")
executed Amendment No. 1 (the "Rights Amendment") to the Rights Agreement dated
as of January 24, 1997 between the Company and Norwest Bank Minnesota, National
Association, as Rights Agent (as amended, the "Rights Agreement"). The Rights
Amendment modifies the requirement that a majority of the Continuing Directors
(as hereinafter defined) approve (i) the redemption of the Rights (as
hereinafter defined), (ii) the exchange of the Rights after any Person becomes
an Acquiring Person (as hereinafter defined) for Common Shares (as hereinafter
defined) and (iii) an amendment or supplement to the Rights Agreement. The
Rights Agreement, as amended, requires the approval of a majority of the Board
of Directors of the Company to effect the aforementioned actions. As used
herein, the term "Continuing Director" means a member of the Board of Directors
of the Company who was a member of the Board on January 23, 1997, or who
subsequently became or becomes a member of the Board of Directors of the Company
with the recommendation or approval of a majority of the Continuing Directors.
Continuing Directors do not include any Acquiring Person or affiliate or
associate of an Acquiring Person. A summary of the Rights and the Rights
Agreement, as amended, follows.
On January 23, 1997, the Board of Directors of E. W. Blanch Holdings,
Inc. (the "Company"), declared a dividend of one preferred share purchase right
(a "Right") per share for each outstanding share of Common Stock, par value $.01
(the "Common Shares"), of the Company. The dividend was payable on February 7,
1997 (the "Record Date") to shareholders of record on that date.
Each Right entitles the registered holder to purchase from the Company
one one-hundredth of a share of Series A Junior Participating Preferred Stock,
par value $.01 (the "Preferred Shares"), of the Company at a price of $100.00
per one-hundredth of a Preferred Share (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement"), dated as of January 24, 1997, between the
Company and Norwest Bank Minnesota, National Association, as Rights Agent (the
"Rights Agent").
Initially, the Rights will be evidenced by the certificates representing
Common Shares then outstanding and no separate Right Certificates will be
distributed. The Rights will separate from the Common Shares, and a Distribution
Date for the Rights will occur upon the earlier of: (i) the first date of public
announcement that a Person or group of affiliated or associated Persons has
become an "Acquiring Person" (i.e., has become, subject to certain exceptions,
the beneficial owner of 15% or more of the outstanding Common Shares) (except
pursuant to a Permitted Offer, as hereinafter defined) and (ii) the 10th day
following the commencement or public announcement of a tender offer or exchange
offer, the consummation of which would result in a Person or group of affiliated
or associated Persons becoming, subject to certain exceptions, the beneficial
owner of 15% or more of the outstanding Common Shares (or such later date as may
be determined by the Board of Directors of the Company prior to a Person or
group of affiliated or associated Persons becoming an Acquiring Person) (the
earlier of such dates being called the "Distribution Date").
Until the Distribution Date, (i) the Rights will be evidenced by the
Common Share certificates and will be transferred with and only with the Common
Shares, (ii) new Common Share certificates issued after the Record Date upon
transfer or new issuance of the Common Shares will contain a notation
incorporating the Rights Agreement by reference, and (iii) the surrender for
transfer of any Common Share certificate, even without such notation or a copy
of the Summary of Rights attached thereto, will also constitute the transfer of
the Rights associated with the Common Shares represented by such certificate.
As promptly as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date, and such separate Right Certificates alone will evidence the
Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on January 23, 2007, unless extended or earlier redeemed or
exchanged by the Company as described below.
The Purchase Price payable and the number of Preferred Shares or other
securities or property issuable upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution: (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Shares, (ii) upon the grant to holders of the Preferred Shares of certain
rights, options or warrants to subscribe for or purchase Preferred Shares or
convertible securities at less than the then current market price of the
Preferred Shares, or (iii) upon the distribution to holders of the Preferred
Shares of evidences of indebtedness or assets (excluding regular periodic cash
dividends or dividends payable in Preferred Shares) or of subscription rights or
warrants (other than those described in clause (ii) of this paragraph). With
certain exceptions, no adjustment in the Purchase Price will be required until
cumulative adjustments require an adjustment of at least 1% in the Purchase
Price.
No fraction of a Preferred Share (other than fractions in integral
multiples of one one-hundredth of a share) will be issued and, in lieu thereof,
an adjustment in cash will be made based on the closing price on the last
trading date prior to the date of exercise.
The number of outstanding Rights and the number of one one-hundredthsof
a Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment of $.01 per share but will be entitled to an
aggregate dividend of 100 times the dividend declared per Common Share. In the
event of liquidation, the holders of the Preferred Shares will be entitled to a
minimum preferential liquidation payment of $.01 per share but will be entitled
to an aggregate payment of 100 times the payment made per Common Share. Each
Preferred Share will have 100 votes, voting together with the Common Shares.
Finally, in the event of any merger, consolidation or other transaction in which
Common Shares are exchanged, each Preferred Share will be entitled to receive
100 times the amount received per Common Share. These rights are subject to
adjustment in the event of a stock dividend on the Common Shares or a
subdivision, combination or consolidation of the Common Shares.
In the event that a person or group becomes an Acquiring Person (except
pursuant to a Permitted Offer (as defined below)), each holder of a Right, other
than the Acquiring Person or the affiliates, associates or transferees thereof
(whose Rights will thereafter be void), will thereafter have the right to
receive upon exercise thereof at the then current exercise price of the Right
that number of Common Shares having a market value of two times the exercise
price of the Right, subject to certain possible adjustments.
In the event that the Company is acquired in certain mergers or other
business combination transactions or 50% or more of the assets or earning power
of the Company and its subsidiaries (taken as a whole) are sold after a person
or group becomes an Acquiring Person (except pursuant to a Permitted Offer
(asdefined below)), holders of the Rights will thereafter have the Right to
receive, upon exercise thereof at the then current exercise price of the Right,
that number of Common Shares of the acquiring company (or, in certain cases, one
of its Affiliates) having a market value of two times the exercise price of the
Right.
A "Permitted Offer" is a tender offer or an exchange offer for all
outstanding Common Shares of the Company at a price and on terms determined by a
majority of the Board of Directors of the Company
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who are not officers of the Company and who are not Acquiring Persons or
affiliates or associates of an Acquiring Person and after receiving advice from
one or more investment banking firms, to be (a) fair to shareholders (taking
into account all factors which the Board of Directors deems relevant) and (b)
otherwise in the best interests of the Company and its shareholders, and which
the Board of Directors determines to recommend to the shareholders of the
Company.
At any time after a Person becomes an Acquiring Person (subject to
certain exceptions), and prior to the acquisition by a Person of 50% or more of
the outstanding Common Shares, the Board of Directors of the Company may
exchange all or part of the Rights for Common Shares at an exchange ratio of one
Common Share per right, subject to adjustment.
At any time before a Person has become an Acquiring Person, the Board of
Directors of the Company may redeem the Rights in whole, but not in part, at a
price of $.01 per Right (the "Redemption Price"), subject to adjustment. The
redemption of the Rights may be made effective at such time, on such basis and
with such conditions as the Board of Directors of the Company may, in their sole
discretion, establish.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including without limitation, the right
to vote or to receive dividends.
This summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement, which is
filed as an Exhibit hereto and is incorporated herein by reference.
Item 2. Exhibits.
1. Rights Agreement dated as of January 24, 1997 between the
Company and Norwest Bank Minnesota, National Association, as
Rights Agent, which includes as Exhibit B thereto the form of
Right Certificate (incorporated by reference to Exhibit 1 to the
Company's Registration Statement on Form 8-A filed January 24,
1997).
2. Amendment No. 1 dated as of October 16, 1998 to the Rights
Agreement, dated as of January 24, 1997, between the Company and
Norwest Bank Minnesota, National Association, as Rights Agent.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
E. W. BLANCH HOLDINGS, INC.
Date: November 18, 1998
By /s/ Ian David Packer
-------------------------------
Ian David Packer
Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit Description of Exhibit Page Number
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1 Rights Agreement dated as of January 24, 1997 between
the Company and Norwest Bank Minnesota, National
Association, as Rights Agent, which includes as Exhibit
B thereto the form of Right Certificate (incorporated
by reference to Exhibit 1 to the Company's Registration
Statement on Form 8-A filed January 24, 1997).
2 Amendment No. 1 dated as of October 16, 1998 to the
Rights Agreement, dated as of January 24, 1997, between
the Company and Norwest Bank Minnesota, National
Association, as Rights Agent.