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): January 15, 1998
I.C.H. CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-7697 43-6069928
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(State or other jurisdiction of (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
9404 Genesee Avenue, LaJolla, CA 92037
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (619) 587-8533
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Item 5. Other Events.
On January 20, 1998, pursuant to an Order of the United States Bankruptcy
Court for the Northern District of Texas, Dallas Division, dated January 15,
1998 (the "Order"), I.C.H. Corporation (the "Company") filed an amendment
(the "Amendment") to its Amended and Restated Certificate of Incorporation.
Pursuant to the terms of the Amendment, the Board of Directors of the Company
will be comprised of no less than four (4) members and no more than nine (9)
members. The Order was granted in order for the Company to comply with the
terms of the First Amended Joint Plan of Reorganization of I.C.H.
Corporation, f/k/a Southwestern Life Corporation, f/k/a I.C.H. Corporation,
SWL Holding Corporation, f/k/a Life Interests Corporation and Care Financial
Corporation, f/k/a Health Interests Corporation, Case Nos. 395-36351 (Chapter
11), 395-36352 (Chapter 11) and 395-36354 (Chapter 11), respectively, under
Chapter 11 of the United States Bankruptcy Code, as previously confirmed by
an order of the United States Bankruptcy Court for the Northern District of
Texas. Set forth below are the Order and the Amendment.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
3.1 Amendment to the Amended and Restated Certificate of Incorporation of
I.C.H. Corporation.
99.1 Order of the United States Bankruptcy Court for the Northern District of
Texas, Dallas Division, dated January 15, 1998.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to the signed on its behalf by the
undersigned hereunto duly authorized.
I.C.H. CORPORATION
By: s/ James R. Arabia
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Name: James R. Arabia
Title: Chairman and
Chief Executive Officer
Date: January 21, 1998
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Index to Exhibits
Exhibit Number Description Sequentially
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Pages
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3.1 Amendment to the Amended and Restated
Certificate of Incorporation of I.C.H.
Corporation.
99.1 Order of the United States Bankruptcy Court
for the Northern District of Texas, Dallas
Division, dated January 15, 1998.
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
I.C.H. CORPORATION
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Pursuant to Section 242 and 303
of the General Corporation Law
of the State of Delaware
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The undersigned corporation, in order to amend its Amended and Restated
Certificate of Incorporation, hereby certifies as follows:
FIRST: The name of the corporation is I.C.H. Corporation.
SECOND: The corporation hereby amends its Amended and Restated
Certificate of Incorporation as follows:
Subparagraph A of Paragraph SIXTH of the Amended and Restated Certificate
of Incorporation, relating to the number of directors of the corporation, is
hereby amended to read its entirety as follows:
"SIXTH: A. The board of directors shall be comprised of no less than four
(4) members and no more than nine (9) members. The directors shall be
divided into two classes, as nearly equal in number as possible, with the
term of office of the first class to expire at the first annual meeting of
stockholders following such classification ("Class 1 Directors") and the
term of office of the second class to expire at the second annual meeting
of stockholders following such classification ("Class 2 Directors"). At
each annual meeting of stockholders following such initial classification,
directors elected to succeed those directors whose terms expire shall be
elected for a term of office to expire at the second succeeding annual
meeting of stockholders after their election."
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THIRD: This Amendment to the Amended and Restated Certificate of
Incorporation is being effected pursuant to Sections 242 and 303 of the Delaware
General Corporation Law and pursuant to an Order of the United States Bankruptcy
Court for the Northern District of Texas, Dallas Division, dated January 15,
1998.
Provision for the making of this Amendment to the Amended and Restated
Certificate of Incorporation of the Corporation is contained in the First
Amended Joint Plan of Reorganization of I.C.H. Corporation, f/k/a Southwestern
Life Corporation, f/k/a I.C.H. Corporation, SWL Holding Corporation, f/k/a Life
Interests Corporation and Care Financial Corporation, f/k/a Health Interests
Corporation, Case Nos. 395-36351 (Chapter 11), 395-36352 (Chapter 11) and
395-36354 (Chapter 11), respectively, under Chapter 11 of the United States
Bankruptcy Code, as confirmed by an order of the United States Bankruptcy Court
for the Northern District of Texas. The bankruptcy petition was filed on October
10, 1995; the confirmation date was January 31, 1997 with an effective date of
February 19, 1997.
IN WITNESS WHEREOF, we hereunto sign our names and affirm that the
statements made herein are true under the penalties of perjury this 20th day of
January, 1998.
/s/ James R. Arabia
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James R. Arabia
President
ATTEST:
/s/ Michael D. Dunn
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Michael D. Dunn
Secretary
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF TEXAS
DALLAS DIVISION
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:
In re: :
:
ICH Corporation, SWL Holding : Chapter 11
Corporation, Care Financial Corporation :
and Facilities Management Installation, Inc.,: Jointly Administered
: Case No. 395-36351-RCM-11
Debtors. :
:
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ORDER APPROVING AMENDMENT TO CORPORATE
CHARTER TO CONFORM TO CONFIRMED PLAN
OF REORGANIZATION AND CONFIRMATION ORDER
The Court having considered the Motion of Reorganized ICH Corporation
("ICH") for an Order Approving Amendment to Corporate Charter to Conform to
Confirmed Plan of Reorganization and Confirmation Order (the "Motion"), and it
appearing that the proposed modification to the ICH corporate charter is
necessary to conform to the terms of the plan of reorganization previously
confirmed by the Court in these cases, and it appearing further that there is
good cause to grant the relief requested in the Motion, and it appearing further
that good and sufficient notice of the Motion has been provided and that no
other or further notice need be given, now therefore it is
ORDERED that the Motion is granted, and it is further
ORDERED that the corporate charter of ICH be amended forthwith to provide
that the corporation shall have a board of directors consisting of between four
(4) and
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nine (9) members, and that such amended charter shall be filed with the Court
and with the Delaware Secretary of State as soon as practicable after the entry
of this Order.
Dated January 15, 1998
/s/ Robert C. McGuire
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UNITED STATES BANKRUPTCY JUDGE
Submitted by (after entry return copy to):
John A. Bicks
Pryor, Cashman, Sherman & Flynn
410 Park Avenue
New York, NY 10022
(212) 421-4100
Attorneys for Reorganized ICH Corporation
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