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
the Securities Exchange Act of 1934
Date of Report: March 26, 1999
PROVIDIAN FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-12897 94-2933952
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(State of incorporation) (Commission File No.) (IRS Employer
Identification No.)
201 Mission Street
San Francisco, California 94105
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (415) 543-0404
Item 5. Other Events.
On February 17, 1999, Providian Financial Corporation (the "Company") and
First Chicago Trust Company of New York, as Rights Agent, amended the Rights
Agreement dated as of June 1, 1997, between the Company and the Rights Agent.
Pursuant to this amendment (Amendment No. 1), each Right, when exercisable,
entitles the holder thereof to purchase from the Company one one-hundred and
fiftieth of one share of Series A Junior Participating Preferred Stock, par
value $.01 per share, of the Company at a price of $600 per one one-hundred and
fiftieth share, subject to adjustment.
Amendment No. 1 to the Rights Amendment is attached as an Exhibit hereto
and is incorporated herein by reference.
Item 7. Exhibits.
4. Amendment No. 1, dated as of February 17, 1999, to the Rights Agreement,
dated as of June 1, 1997, between Providian Financial Corporation and First
Chicago Trust Company of New York, as Rights Agent.
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.
PROVIDIAN FINANCIAL CORPORATION
By: /s/ David Petrini
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Name: David Petrini
Title: Executive Vice President,
Chief Financial Officer
and Treasurer
Date: March 26, 1999
Index to Exhibits
Exhibit Number and Designation
4. Amendment No. 1, dated as of February 17, 1999, to the Rights Agreement,
dated as of June 1, 1997, between Providian Financial Corporation and First
Chicago Trust Company of New York, as Rights Agent.
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
AMENDMENT NO. 1, dated as of February 17, 1999, to the Rights Agreement,
dated as of June 1, 1997 (the "Rights Agreement"), between Providian Financial
Corporation, a Delaware corporation (the "Company"), and First Chicago Trust
Company of New York, as Rights Agent (the "Rights Agent"). Capitalized terms not
otherwise defined herein have the meanings set forth in the Rights Agreement.
Pursuant to Section 27 of the Rights Agreement, the Company may from time
to time supplement or amend the Rights Agreement in order, among other things,
to make any provisions with respect to the Rights as the Company may deem
necessary or desirable. The Board of Directors of the Company has determined
that it is desirable to adjust the Purchase Price of the Rights as set forth in
this Amendment. This Amendment has been duly authorized by the Company and the
Rights Agent.
In consideration of the foregoing and the mutual agreements set forth
herein, the Company and the Rights Agent agree as follows:
1. Section 7(b) of the Rights Agreement is hereby modified and amended to
read in its entirety as
follows:
(b) the Purchase Price for each one-hundredth of a Preferred Share
purchasable pursuant to the exercise of a Right shall be $900, subject to
adjustment from time to time as provided in Sections 11 and 13 hereof, and
shall be payable in lawful money of the United States of America in
accordance with paragraph (c) below.
2. Pursuant to Section 11(n) of the Rights Agreement, the Rights were
adjusted upon the three-for-two split of Common Shares effected on December 15,
1998, so that each Right represents as of December 15, 1998, the right to
purchase one one-hundred and fiftieth of a Preferred Share upon proper exercise
of a Right. Accordingly, as a result of the adjustment set forth in this
Amendment to the Purchase Price for each one one-hundredth of a Preferred Share,
the amount payable upon the exercise of a Right for the purchase of one
one-hundred and fiftieth of a Preferred Share is $600. The Rights shall be
subject to further adjustment as set forth in the Rights Agreement.
3. As modified and amended by this Amendment, the Rights Agreement is
hereby ratified and confirmed in all respects. In executing and delivering this
Amendment, the Rights Agent shall be entitled to all the privileges and
immunities afforded to the Rights Agent under the terms and conditions of the
Rights Agreement.
IN WITNESS WHEREOF, the Company and the Rights agent have caused this
Amendment to be duly executed and attested, all as of the date and year first
above written.
Attest: PROVIDIAN FINANCIAL CORPORATION
By: /s/ Dinesh Nandan By: /s/ David J. Petrini
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Dinesh Nandan David J. Petrini
Legal Counsel Executive Vice President,
Chief Financial Officer and
Treasurer
Attest: FIRST CHICAGO TRUST COMPANY OF NEW YORK
By: /s/ Mary E. Garcia By: /s/ Joanne Gorostiola
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Mary E. Garcia Joanne Gorostiola
Customer Service Officer Assistant Vice President
