As filed with the Securities and Exchange Commission on November 28, 2000
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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
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Date of Report (Date of earliest event reported): November 27, 2000
CHANDLER (U.S.A.), INC.
(Exact name of registrant as specified in its charter)
OKLAHOMA
(State or jurisdiction of incorporation)
1-15135 73-1325906
(Commission File Number) (IRS Employer Identification No.)
1010 Manvel Avenue
Chandler, Oklahoma 74834
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (405) 258-0804
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Item 5. Other Events
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On November 27, 2000, Chandler Insurance Company, Ltd., the indirect
parent of Chandler (U.S.A.), Inc. issued the following news release:
CHANDLER INSURANCE ANNOUNCES SPECIAL MEETING OF SHAREHOLDERS
Chandler Insurance Company, Ltd. (the "Company"), the parent of Chandler
(U.S.A.), Inc., National American Insurance Company (NAICO) and other
subsidiary companies based in Oklahoma, today announced that its Board of
Directors, based on the unanimous recommendation of a Special Committee of
independent directors, has adopted resolutions to amend the Company's
Memorandum and Articles of Association to provide for a reverse stock split
that would have the effect of paying public shareholders $10.00 per share and
taking the Company private by reducing the number of shareholders of
record. The proposed amendment, which is subject to approval by a
majority of the public shareholders voting on the matter, calls for a reverse
stock split in which each 1,000,000 common shares outstanding at the
effective time of the amendment will be combined into one share. No
fractional shares will be issued in the reverse stock split, but instead
public shareholders would receive $10.00 cash for each common share
outstanding before the split. The reverse stock split is part of a plan led
by Brent LaGere, Chairman and Chief Executive Officer of the Company, and
other senior company management and key shareholders of the Company, which
would result in the Company becoming privately held.
The Company currently anticipates that a special meeting of shareholders will
be held in Ciudad Acuna, Mexico to take action on the proposed amendment.
The Company has filed preliminary proxy materials respecting the special
meeting with the Securities and Exchange Commission and will send notice of
the special meeting and a proxy statement to shareholders in advance of the
meeting date. The Company expects that the amendment effecting the reverse
stock split will be filed as soon as practicable following shareholder
approval.
The proposed going private transaction does not restrict nor impair the Board
of the Company from considering any alternative proposal from any third party
that might provide greater value to Chandler's shareholders. The Special
Committee of the Board of Directors of the Company has engaged Stephens Inc.
as financial advisor to the Special Committee. Chandler has not set a record
date for the reverse stock split and reserves the right to withdraw the
proposal at any time.
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CAUTIONARY STATEMENT
Some of the statements made in this News Release, as well as statements made
by the Company in periodic press releases, oral statements made by the
Company's officials to analysts and shareholders in the course of
presentations about the Company and conference calls following earnings
releases, constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
that may cause the actual results, performance or achievements of the Company
to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking statements. Such
factors include, among other things, (i) general economic and business
conditions; (ii) interest rate changes; (iii) competition and regulatory
environment in which the Company operates; (iv) claims frequency; (v) claims
severity; (vi) the number of new and renewal policy applications submitted
by the Company's agents; (vii) the ability of the Company to obtain adequate
reinsurance in amounts and at rates that will not adversely affect its
competitive position; (viii) NAICO's ability to maintain favorable insurance
company ratings; and (ix) other factors such as the ongoing litigation
matters involving a significant concentration of ownership of common stock.
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SIGNATURE
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.
CHANDLER (U.S.A.), INC.
Date: November 27, 2000 By: /s/ Mark C. Hart
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Mark C. Hart
Vice President - Finance and Treasurer
(Principal Accounting Officer)
