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COMMISSION FILE NO. 1-8538
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
APPLICATION FOR WITHDRAWAL FROM LISTING OF SECURITIES
PURSUANT TO SECTION 12(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
WESTBRIDGE CAPITAL CORP.
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(Exact name of Registrant as specified in its charter)
Delaware 73-116500
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(State of Incorporation or (I.R.S. Employer
organization) Identification No.)
777 Main Street, Fort Worth, Texas 76102
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(Address of principal executive offices) (Zip Code)
Securities to be Withdrawn pursuant to Section 12(d) of the Act:
Title of each class Name of each Exchange on which
to be so withdrawn class is to be withdrawn
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Common Stock, par value American Stock Exchange
$.10 per share
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The $.10 par value common stock of the Registrant has been
listed for trading on the American Stock Exchange and, pursuant to a
Registration Statement on Form 8-A which became effective on April 11, 1995,
the New York Stock Exchange. Trading in the Registrant's common stock on the
New York Stock Exchange commenced at the opening of business on April 12, 1995
and concurrently therewith such stock was suspended from trading on the
American Stock Exchange.
The Registrant has complied with Rule 18 of the American Stock
Exchange by filing with such Exchange a certified copy of preambles and
resolutions adopted by the Registrant's Board of Directors authorizing the
withdrawal of its common stock from listing on the American Stock Exchange and
by setting forth in detail to such Exchange the reasons for such proposed
withdrawal, and the facts in support thereof. In making the decision to
withdraw its common stock from listing on the American Stock Exchange, the
Registrant considered the direct and indirect costs and expenses attendant on
maintaining the dual listing of its common stock on the New York Stock Exchange
and the American Stock Exchange. The Registrant does not see any particular
advantage in the dual trading of its stock and believes that dual listing would
fragment the market for its common stock. A certified copy of the preambles
and resolutions adopted by Registrant's Board of Directors in connection with
the withdrawal from listing of Registrant's common stock on the American Stock
Exchange is set forth as Exhibit A to this Application.
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The American Stock Exchange has informed the Registrant that
it has no objection to the withdrawal of the Registrant's common stock from
listing on the American Stock Exchange. A copy of the letter of the American
Stock Exchange to that effect is set forth as Exhibit B to this application.
This Application relates solely to the withdrawal from listing
of the Registrant's common stock from the American Stock Exchange and shall
have no effect upon the continued listing of such common stock on the New York
Stock Exchange.
By reason of Section 12(b) of the Securities Exchange Act of
1934 and the rules and regulations of the Securities and Exchange Commission
thereunder, the Registrant shall continue to be obligated to file reports under
Section 13 of that Act with the Securities and Exchange Commission and the New
York Stock Exchange.
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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 Application to be
signed on its behalf by the undersigned thereunto duly authorized.
Dated: May 10, 1995 WESTBRIDGE CAPITAL CORP.
By: /s/ Michael C. Batte
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Name: Michael C. Batte
Title: Vice President,
Chief Financial Officer
and Treasurer
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EXHIBITS
The following exhibits are filed herewith:
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Exhibit Description Page
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<S> <C> <C>
99.A Certified Copy of Resolutions Adopted by 7
Registrant's Board of Directors in connection with
the withdrawal from listing of Registrant's common
stock on the American Stock Exchange.
99.B Letter, dated April 13, 1995, from the American 19
Stock Exchange to the Registrant informing
Registrant that it has no objection to the
withdrawal of the Registrant's common stock from
listing on the American Stock Exchange.
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EXHIBIT 99.A
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WESTBRIDGE CAPITAL CORP.
CERTIFICATE OF RESOLUTIONS
I, Michael D. Norris, hereby certify that I am Secretary of Westbridge
Capital Corp., a Delaware corporation, that as such Officer I have custody of
the records of meetings of the Board of Directors and Stockholder Meetings of
said corporation; that the attached Resolutions were duly adopted by the Board
of Directors of Westbridge Capital Corp. by written consent, effective March
27, 1995, and that the attached is a true copy of said document.
In Witness Whereof, I have hereunto set my hand and affixed the seal
of said corporation this 27th day of March, 1995.
/s/ Michael D. Norris
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Michael D. Norris
Secretary
SEAL
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WESTBRIDGE CAPITAL CORP.
RESOLUTIONS
The Board of Directors of Westbridge Capital Corp., a Delaware
corporation (the "Corporation"), pursuant to Section 141(f) of the General
Corporation Law of the State of Delaware, adopted the following resolutions by
unanimous written consent, effective March 27, 1995, taking or authorizing the
actions specified therein:
WHEREAS, the Corporation's common stock, par value $.10 per share (the
"Common Stock") is currently listed and trading on the American Stock Exchange
("AMEX");
WHEREAS, the Board of Directors of the Corporation has determined
that, in order to secure the best possible market for the trading of the
Corporation's Common Stock and to enhance the marketability of the Common
Stock, the Corporation should seek to list the Common Stock and cause it to be
admitted to trading on the New York Stock Exchange ("NYSE");
NOW THEREFORE, BE IT RESOLVED, that all officers of the Corporation be
and each hereby is authorized and directed to take, or cause to be taken, all
actions necessary or advisable to effect the listing and trading of the Common
Stock on the NYSE, including the preparation, execution and filing of all
necessary applications, documents, forms and agreements with the NYSE and the
Securities and Exchange Commission (the "SEC"), the payment by the Corporation
of filing, listing or application fees and the appearance of any such officer
before NYSE officials;
RESOLVED FURTHER, that, in order to avoid the direct and indirect
costs and the division of the market resulting from dual listing on the AMEX
and the NYSE, all officers of the Corporation be and each hereby is authorized
and directed to take or cause to be taken all actions necessary or advisable to
delist and suspend the trading of the Common Stock on the AMEX upon the
admission of the Common Stock to trading on the NYSE, including the
preparation, execution and delivery of applications, documents, forms and
agreements with the AMEX and the SEC;
RESOLVED FURTHER, that the transfer agent and registrar for the Common
Stock continue to be Liberty Bank and Trust Company of Oklahoma City, National
Association;
RESOLVED FURTHER, that all officers of the Corporation be and each
hereby is authorized from time to time to do, or cause
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to be done, all such other acts and things and to execute and deliver all such
instruments and documents, as each such officer shall deem necessary or
appropriate to cause the Corporation to become listed and admitted to trading
on the NYSE and, upon such admission to trading, to cause the Company to be
delisted on the AMEX and otherwise to carry our the purpose and intent of the
foregoing resolutions;
RESOLVED FURTHER, that all actions taken and expenses incurred by any
officer or director heretofore in furtherance of any of the actions authorized
by the foregoing resolutions hereby are expressly ratified, confirmed, adopted
and approved.
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WESTBRIDGE CAPITAL CORP.
WRITTEN CONSENT
The undersigned member of the Board of Directors of Westbridge Capital
Corp., a Delaware corporation (the "Company"), pursuant to the provisions of
Section 141 of the General Corporation Law of the State of Delaware and the
By-Laws of the Company, hereby consents in writing to the adoption of the
attached resolutions, effective March 27, 1995.
/s/ Marvin H. Berkeley
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WESTBRIDGE CAPITAL CORP.
WRITTEN CONSENT
The undersigned member of the Board of Directors of Westbridge Capital
Corp., a Delaware corporation (the "Company"), pursuant to the provisions of
Section 141 of the General Corporation Law of the State of Delaware and the
By-Laws of the Company, hereby consents in writing to the adoption of the
attached resolutions, effective March 27, 1995.
/s/ Arthur W. Feinberg
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WESTBRIDGE CAPITAL CORP.
WRITTEN CONSENT
The undersigned member of the Board of Directors of Westbridge Capital
Corp., a Delaware corporation (the "Company"), pursuant to the provisions of
Section 141 of the General Corporation Law of the State of Delaware and the
By-Laws of the Company, hereby consents in writing to the adoption of the
attached resolutions, effective March 27, 1995.
/s/ George M. Garfunkel
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WESTBRIDGE CAPITAL CORP.
WRITTEN CONSENT
The undersigned member of the Board of Directors of Westbridge Capital
Corp., a Delaware corporation (the "Company"), pursuant to the provisions of
Section 141 of the General Corporation Law of the State of Delaware and the
By-Laws of the Company, hereby consents in writing to the adoption of the
attached resolutions, effective March 27, 1995.
/s/ Martin E. Kantor
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WESTBRIDGE CAPITAL CORP.
WRITTEN CONSENT
The undersigned member of the Board of Directors of Westbridge Capital
Corp., a Delaware corporation (the "Company"), pursuant to the provisions of
Section 141 of the General Corporation Law of the State of Delaware and the
By-Laws of the Company, hereby consents in writing to the adoption of the
attached resolutions, effective March 27, 1995.
/s/ Glenn O. Phillips
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WESTBRIDGE CAPITAL CORP.
WRITTEN CONSENT
The undersigned member of the Board of Directors of Westbridge Capital
Corp., a Delaware corporation (the "Company"), pursuant to the provisions of
Section 141 of the General Corporation Law of the State of Delaware and the
By-Laws of the Company, hereby consents in writing to the adoption of the
attached resolutions, effective March 27, 1995.
/s/ Joseph C. Sibigtroth
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WESTBRIDGE CAPITAL CORP.
WRITTEN CONSENT
The undersigned member of the Board of Directors of Westbridge Capital
Corp., a Delaware corporation (the "Company"), pursuant to the provisions of
Section 141 of the General Corporation Law of the State of Delaware and the
By-Laws of the Company, hereby consents in writing to the adoption of the
attached resolutions, effective March 27, 1995.
/s/ James W. Thigpen
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WESTBRIDGE CAPITAL CORP.
WRITTEN CONSENT
The undersigned member of the Board of Directors of Westbridge Capital
Corp., a Delaware corporation (the "Company"), pursuant to the provisions of
Section 141 of the General Corporation Law of the State of Delaware and the
By-Laws of the Company, hereby consents in writing to the adoption of the
attached resolutions, effective March 27, 1995.
/s/ Barth P. Walker
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EXHIBIT 99.B
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86 Trinity Place
New York, New York 10006-1881
Tel: 212-306-1482
Fax: 212-306-2045
/s/ MICHAEL S. EMEN
Vice President & Counsel - Securities
Legal & Regulatory Policy Division
AMERICAN
STOCK EXCHANGE April 13, 1995
Guy W. Winters, Esq.
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, NY 10005-1413
RE: WESTBRIDGE CAPITAL CORP.
Dear Mr. Winters:
We have reviewed a copy of the resolution adopted by the Board
of Directors of Westbridge Capital Corp. on March, 27, 1995
which authorizes the withdrawal of the Company's Common Stock
from listing and registration on the Exchange. On the
basis of that resolution, we have determined not to interpose an
objection to the Company's filing an application with the
Securities and Exchange Commission to remove the issue from
listing on the Amex.
We also wish to advise that in view of the Company's listing on
the New York Stock Exchange, we will not require the
Company to give its shareholders prior notice of its intention
to file such application.
An executed copy of the Company's application should be
forwarded to Mr. Charles Stevens upon filing with the Securities
and Exchange Commission in accordance with the provisions of
Rule 12d2-2 under Section 12 of the Securities Exchange Act of
1934.
Should you have any further questions regarding this matter,
please do not hesitate to contact Mr. Stevens at (212) 306-1480.
Sincerely,
MSE/rg
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