SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
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.)
3500 WEST 80TH STREET
MINNEAPOLIS, MINNESOTA 55431
(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
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 is 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.
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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-
hundredths of 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 (as defined 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 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 Continuing Directors 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
Continuing Directors 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 such Continuing Directors may, in their sole discretion,
establish.
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A "Continuing Director" is a member of the Board of Directors who
was a member of the Board on January 23, 1997, or who subsequently became or
becomes a member of the Board of Directors 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.
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,
a copy of 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, which
includes as Exhibit B thereto the form of Right Certificate.
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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: January 24, 1997
By /s/ Ian David Packer
---------------------------------
Ian David Packer
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
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EXHIBIT DESCRIPTION OF EXHIBIT PAGE NUMBER
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1 Rights Agreement, dated as of January 24, 1997,
between E. W. Blanch Holdings, Inc. and Norwest Bank
Minnesota, National Association, as Rights Agent
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