SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 16, 1996
SOURCE CAPITAL CORPORATION
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(Exact name of registrant
as specified in its charter)
Washington
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(State or other jurisdiction
of incorporation)
0-12199
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(Commission file number)
1825 North Hutchinson Road
Spokane, Washington 99212
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(Address of principal
executive offices)
Registrant's telephone number, including area code: (509) 928-0908
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(Former name or former address, if changed since last report)
Items 1, 2, 3, 4 and 6 are omitted from this report as they are
inapplicable.
Item 5. Other Events
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(A) Annual Stockholders' Meeting
At the annual stockholders' meeting of Source Capital
Corporation, held on May 16, 1996, proposals 1, 2, 3, 4, 5, 6, 7
and 8 were passed by the stockholders (for description, see
attached).
(B) Election of Officers
At the annual meeting of the Board of Directors, held on May 16,
1996, D. Michael Jones was elected President, James L. Kirschbaum
was elected Executive Vice President and Lester L. Clark was
elected Vice President and Secretary/Treasurer until the next
annual Board meeting.
(C) Amended Articles of Incorporation
Pursuant to the passage of proposals 2, 3 and 6 at the annual
meeting of shareholders, an Amendment to the Articles of
Incorporation was filed on May 31, 1996 (see Exhibit 3.1).
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
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Exhibit 3.1 -- Articles of Amendment of the Restated Articles of
Incorporation
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
SOURCE CAPITAL CORPORATION
(Registrant)
By: /s/ Lester L. Clark
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Vice President, Secretary/Treasurer
June 25, 1996
REPORT OF INSPECTOR OF ELECTION
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I, the undersigned, duly appointed Inspector of Election for SOURCE
CAPITAL CORPORATION hereby certify as follows:
That the Annual Meeting of the stockholders of the Corporation will be
held on Thursday, May 16, 1996, at the Red Lion Inn, I-90 & Sullivan
Road, Spokane, Washington, at 7:00 p.m., local time, pursuant to prior
notice.
That before entering upon the discharge of my duties, I was severally
sworn, and the oath so taken by me is hereto annexed. I inspected the
signed proxies used at the meeting and found the same to be in proper
form. The result of the vote taken at such meeting is as follows:
ITEM #1 -- ELECTION OF DIRECTORS:
FOR WITHHOLD
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Alvin J. Wolff, Jr. 4,596,196 142,568
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Charles G. Stocker 4,639,591 99,173
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ITEM #2 -- TO AUTHORIZE A REVERSE SPLIT OF THE COMPANY'S CLASS A
COMMON STOCK ON THE BASIS OF 1 SHARE OF NEW COMMON STOCK
FOR EACH 5 SHARES OF CLASS A COMMON STOCK CURRENTLY
OUTSTANDING AND TO AMEND THE ARTICLES OF INCORPORATION TO
REDUCE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM
50,000,000 TO 10,000,000.
FOR AGAINST ABSTAIN
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4,281,078 264,660 193,026
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60.17% 3.72% 2.71%
ITEM #3 -- TO AUTHORIZE AN AMENDMENT TO THE ARTICLES OF INCORPORATION
TO INCREASE THE NUMBER OF DIRECTORS FROM SEVEN TO NINE
MEMBERS.
FOR AGAINST ABSTAIN
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3,929,863 554,058 254,843
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55.23% 7.79% 3.58%
ITEM #4 -- TO AMEND THE 1994 KEY EMPLOYEE STOCK OPTION PLAN
FOR AGAINST ABSTAIN
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2,845,292 505,695 365,295
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76.56% 13.61% 9.83%
ITEM #5 -- TO AMEND THE 1994 STOCK OPTION PLAN FOR NON-EMPLOYEE
DIRECTORS
FOR AGAINST ABSTAIN
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2,880,849 484,004 351,529
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77.52% 13.02% 9.46%
ITEM #6 -- TO AMEND THE ARTICLES OF INCORPORATION TO CLARIFY REQUIRED
SHAREHOLDER APPROVAL OF CERTAIN TRANSACTIONS
FOR AGAINST ABSTAIN
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3,354,400 185,544 176,438
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90.26% 4.99% 4.75%
ITEM #7 -- TO RATIFY THE APPOINTMENT OF COOPERS & LYBRAND L.L.P. AS
INDEPENDENT AUDITORS FOR 1996
FOR AGAINST ABSTAIN
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4,478,327 41,036 219,401
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94.50% 0.87% 4.63%
That the TOTAL VOTED SHARES, 4,738,764, represent 66.60% of the common
stock outstanding. At record date March 31, 1996, common stock
outstanding was 7,115,244 shares.
IN WITNESS WHEREOF, I have made this certificate and have hereunto set
my hand, this 16th day of May 1996.
/s/ Robert Magnuson
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Inspector
/s/ Gordon E. Budke
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Inspector
OATH OF INSPECTOR
Robert Magnuson and Gordon Budke, duly appointed Inspector of Election
of Source Capital Corporation, being duly sworn, do solemnly swear
that I will fairly and impartially perform my duty as Inspector and
will faithfully and diligently canvass the votes cast and honestly and
truthfully report the result of said election.
/s/ Robert Magnuson
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/s/ Gordon E. Budke
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INSPECTOR'S REPORT OF STOCK REPRESENTED AT ANNUAL MEETING
I, the undersigned, duly appointed and qualified Inspector of the
Annual Meeting of the stockholders of Source Capital Corporation, to
be held on Thursday, May 16, 1996, at the Red Lion Inn, I-90 &
Sullivan Road, Spokane, Washington, hereby certify that I have
received and taken in charge the proxies presented at said meeting and
have taken a poll of the stockholders present in person; and do
further certify that there are represented at said meeting, by proxy,
stockholders of said company shown by said list to be the holders at
the record date of March 31, 1996. There are present, in person or by
proxy, stockholders holding together 4,738,764 shares of common stock.
TOTAL SHARES OUTSTANDING: 7,115,244 shares
The above represents 66.60% of the total stock outstanding.
/s/ Robert Magnuson
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/s/ Gordon E. Budke
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Dated: May 16, 1996
EXHIBIT 3.1
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ARTICLES OF AMENDMENT OF THE RESTATED
ARTICLES OF INCORPORATION OF SOURCE CAPITAL CORPORATION
Pursuant to the provisions of the Washington Business Corporation Act,
the following Articles of Amendment are submitted for filing:
1. The name of this corporation is Source Capital Corporation.
2. The Amendments to the Articles of Incorporation as adopted are as
follows:
A. Article IV, Section 1 is hereby amended to read in its
entirety as follows:
SECTION 1: Aggregate Number of Shares.
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The total number of shares which the Corporation shall have
the authority to issue is 20,000,000 of which (a) 10,000,000
shares shall be preferred stock of no par value and (b)
10,000,000 shares shall be common stock of no par value.
Each five (5) shares of the Corporation's Class A common stock
issued and outstanding on the date that this Amendment is
filed with the Office of the Secretary of State of Washington
shall be and hereby is automatically changed without further
action into one (1) fully paid and nonassessable share of the
Corporation's common stock provided that no fractional shares
shall be issued pursuant to such change. The Corporation shall
pay to each shareholder who would otherwise be entitled to a
fractional share an amount equal to the fraction of a share to
which the shareholder would be entitled multiplied by the
average between the bid and the asked price per share of the
Corporation's Class A common stock on the Electronic Bulletin
Board of the National Association of Securities Deals, Inc.
for the ten (10) trading days preceding the effective date of
this amendment.
B. This sentence of Article XI, Section 1, is amended to read in
its entirety as follows:
Section 1: Classification.
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(i) The number of directors which shall constitute the whole
board of directors of the Corporation shall not be more than
nine (9), except in the case of an increase in the number of
directors by reason of any default provisions with respect to
any outstanding series of preferred stock.
C. The first sentence of Section A, Article VI, is amended to
read in its entirety as follows:
To be authorized, a merger in which the Corporation is not the
surviving corporation or entity or a share exchange in which
the Corporation's outstanding shares are to be acquired by
another corporation or entity must be approved by the vote of
shareholders as set forth herein.
3. The provisions for implementing the amendment providing for an
exchange, reclssification or cancellation of issued shares is
contained in the amendment itself.
4. The Amendments to the Articles of Incorporation were adopted by
the shareholders of the Corporation at the Annual Meeting on the
16th day of May 1996.
5. The Amendments were duly approved by the shareholders in
accordance with the provisions of RCW 23B.10.030 and 23B.10.040.
6. The Amendments shall be effective as of 11:59 p.m., Pacific
Daylight Time, on May 31, 1996.
IN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment to be executed on this 24th day of May 1996.
SOURCE CAPITAL CORPORATION
By: /s/ Michael D. Jones
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President