Form 8-K Current Report as amended effective August 23, 2004.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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) January 25, 2005
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.03 Bankruptcy or Receivership
(b) On January 25, 2005, the United States Bankruptcy Court for the Southern
District of New York (the "Bankruptcy Court") entered an order confirming the
First Amended Plan of Reorganization of Reliance Financial Services Corporation
Under Chapter 11 of the Bankruptcy Code (the "Plan"), filed by the Official
Unsecured Creditors' Committee (the "Creditors' Committee") for the Registrant
and Reliance Financial Services Corporation, the largest subsidiary of the
Registrant ("RFSC" and together with the Registrant, the "Debtors"). The
Creditors' Committee was the proponent of the Plan within the meaning of the
Bankruptcy Code. The effective date of the Plan has not yet occurred. Technical
amendments to the Plan may be made prior to the Plan's effectiveness. No plan of
reorganization has been filed with respect to the Registrant.
The following is a summary of the material features of the Plan and is qualified
in its entirety by reference to the Plan itself. A copy of the Plan is attached
hereto as Exhibit 2.1 and incorporated herein by reference. A copy of the Plan
also is currently available at the Bankruptcy Court's website located at
http://www.nysb.uscourts.gov.
The Plan provides that each holder of a claim under the Credit Agreement, dated
as of November 1, 1993 (as amended and restated as of April 25, 1995, and
amended and/or modified through June 12, 2001), among, inter alia, the Debtors
and certain institutions party thereto, will receive its pro rata share of the
stock of reorganized RFSC and its pro rata share of certain litigation proceeds.
Each holder of general unsecured claims against RFSC will receive its pro rata
share of certain litigation proceeds.
The holders of post-petition administrative claims, unsecured priority claims
and priority tax claims will be paid in full or otherwise treated such that they
will be unimpaired under the Plan.
RFSC's existing equity securities will be cancelled and the holders of such
securities will receive no distributions under the Plan on account thereof. It
is estimated that 100,000 shares of stock of reorganized RFSC, at no par value
per share, will be issued pursuant to the Plan. The stock of reorganized RFSC
will not be listed on any exchange or quotation system. As set forth more fully
in the Plan, there will be restrictions on the transfer of the stock of
reorganized RFSC.
Reference is made to the Debtors' Monthly Operating Report for December 2004,
which is attached hereto as Exhibit 99.1 and incorporated by reference.
2
The information contained in this Monthly Operating Report is preliminary and
subject to revision, and the Registrant cautions readers not to place undue
reliance upon this information. This Monthly Operating Report is unaudited, in a
format prescribed by the applicable bankruptcy laws, and does not contain all of
the information necessary to be in conformity with generally accepted accounting
principles. The information in this Monthly Operating Report might not be
indicative of the Registrant's financial condition or operating results for the
period that would be reflected in the Registrant's consolidated financial
statements or in report pursuant to the Securities Exchange Act of 1934. The
information set forth in this Monthly Operating Report should not be viewed as
indicative of future results and should not be used for investment purposes.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
2.1 First Amended Plan of Reorganization of Reliance Financial Services
Corporation Under Chapter 11 of the Bankruptcy Code, dated December 7,
2004.
99.1 Debtors' Monthly Operating Report for December 2004.
SIGNATURES
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.
Reliance Group Holdings, Inc.
Dated: January 31, 2005
/s/ Paul W. Zeller
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By: Paul W. Zeller
Title: President & CEO