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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 7 and Restatement)
Under the Securities Exchange Act of 1934
Olympus Capital Corporation
(formerly Prudential Financial Services Corporation)
(Name of Issuer)
Common Stock
(Title of Class of Securities)
744317108
(CUSIP Number)
Roger D. Blanc
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022
(212) 821-8000
(Name, Address and Telephone Number
of Person Authorized to Receive Notices
and Communications)
July 22, 1994
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with the statement [ ].
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SCHEDULE 13D
CUSIP No. 744317108
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Century Partners ID-13-2583605
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a[ ]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7. SOLE VOTING POWER
304,000
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 304,000
WITH
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
304,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8%
14. TYPE OF REPORTING PERSON
PN
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This Amendment No. 7 to the Schedule 13D of Century Partners amends and
restates the Schedule 13D filed on November 26, 1985, as amended.
Item 1. Security and Issuer.
This Statement relates to the Common Stock, $1.00 par value ("Common
Stock" or "Shares"), of OLYMPUS CAPITAL CORPORATION ("Olympus", formerly
Prudential Financial Services Corporation), a Utah corporation. The address
of Olympus's principal executive offices is 115 South Main Street, Salt Lake
City, Utah 84111.
Item 2. Identity and Background.
This Statement is filed by CENTURY PARTNERS ("Century"), a New York
limited partnership. The principal business of Century is acting as an
investment partnership, and the address of its principal business and
principal office is 800 Post Road, P.O. Box 4032, Darien, Connecticut 06820.
The sole general partner of Century is Richard N. Hokin, a
United States citizen whose business address is the same as that of Century.
Mr. Hokin's present principal occupation is chairman of Intermountain
Industries, Inc., an Idaho corporation engaged in the distribution and
marketing of natural gas and located at 555 South Cole Road, Boise, Idaho
83707. Neither Century nor Mr. Hokin has, during the last 5 years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or been a party, during the last 5
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years, to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person has been subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to federal or state securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The 304,000 Shares as to which Century may be deemed to have beneficial
ownership were acquired through both open market purchases and private
placements. A total cash consideration of approximately $2,749,562.50 was
paid for the Shares by Century. The source of the funds was working capital
of Century.
Item 4. Purpose of Transaction.
Century acquired the Shares as a result of its belief that the Shares
represented a favorable investment opportunity at prevailing market prices.
Aside from the proposed merger discussed in Item 6 below and any related
actions, Century does not have under consideration any plans or proposals that
would relate to or would result in an extraordinary transaction, such as a
merger, reorganization or liquidation involving Olympus or any of its
subsidiaries, the sale or transfer of a material amount of the assets of
Olympus or any of its subsidiaries, any change in the present board of
directors or management of Olympus, any material change in the present
capitalization or dividend policy of Olympus, any other material change in
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Olympus's business or corporate structure, any changes in Olympus's charter,
by-laws or instruments corresponding thereto or other actions that may impede
the acquisition of control of Olympus by any person, causing a class of
securities of Olympus to cease to be authorized to be quoted in an inter-
dealer quotation system of a registered national securities association, a
class of equity securities of Olympus becoming eligible or termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934 or any action similar to those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) Century may be deemed to have beneficial ownership of 304,000
Shares of Olympus, or approximately 9.8% of the 3,099,639 Shares outstanding.
Neither Century nor, to Century's knowledge, Mr. Hokin owns or has the right
to acquire, directly or indirectly, any Shares except as described above.
(b) Century has sole power to direct the vote and sole
power to direct the disposition of all 304,000 Shares referred to above.
(c) No transactions in the Shares have been effected by
Century or Mr. Hokin during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
On July 22, 1994, Century and Mr. Hokin entered into a letter agreement
with Washington Mutual Savings Bank
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("Washington") in which Century agreed to vote all its Shares in favor of the
proposed merger of Olympus with and into Washington. The statements set forth
below concerning the contents of the letter agreement are qualified in their
entirety by the text of such agreement, a copy of which is attached as Exhibit
1 to this Statement. Under the terms of the merger, Century will be entitled
to exchange its Shares for newly issued shares of Washington. Century agreed,
among other things, that until the merger agreement is terminated it will not
transfer any of its Shares except in open market transactions or, subject to
certain restrictions, in privately negotiated transactions. Century also
agreed, if necessary to preserve pooling-of-interests accounting treatment for
the merger, not to transfer any of its Shares during the 30 days preceding the
effective date of the merger. In addition, Century will deliver to Olympus
the certificates representing its Shares at least 30 days before the effective
date of the merger unless Century has previously deposited such certificates
in a segregated margin account subject to certain restrictions. If Mr. Hokin
acquires Shares before a prescribed time following the merger, he will be
similarly bound in his capacity as shareholder.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 - Letter from Century and Mr. Hokin to Washington, dated July
22, 1994.
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true and correct.
Date: August 4, 1994
CENTURY PARTNERS
By: /s/ Richard N. Hokin
Richard N. Hokin
General Partner
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Exhibit 1
July 22, 1994
Washington Mutual Savings Bank
1201 Third Avenue
Seattle, Washington 98101
Attention: Mr. Craig E. Tall
Ladies and Gentlemen:
The undersigned director ("Director") and the undersigned ("Shareholder")
have been advised that you require from Director and Shareholder certain
assurances and representations in connections with an Agreement of Merger
dated on or about July 22, 1994 (the "Merger Agreement") to be entered into
among Washington Mutual Savings Bank ("WMSB"), Washington Mutual Federal
Savings Bank, Olympus Capital Corporation ("Olympus") and Olympus Bank, a
Federal Savings Bank, under which Olympus will be merged with and into WMSB
(the "Merger"). As a holder of common stock, par value $1.00 per share, of
Olympus, Shareholder will be entitled to receive shares of WMSB, par value
$1.00 per share (the "Merger Stock"), to be issued in connection with the
Merger. Shareholder has been advised that WMSB intends to treat the Merger as
a pooling of interests for accounting purposes and that Shareholder may be
deemed (but does not hereby concede that Shareholder is) an "affiliate" of
Olympus within the meaning of SEC Accounting Series Release No. 130, as
amended by Release 135 ("ASR 135").
1. (a) Shareholder agrees that if it is necessary to preserve pooling-
of-interests accounting treatment for the Merger, Shareholder will not, and
will not enter into any agreement to, sell, assign, transfer or otherwise
dispose of (i) any shares of Olympus common stock owned by Shareholder during
the 30 days preceding the effective date of the Merger (the "Effective Date")
or (ii) any of the Merger Stock received by Shareholder until such time as
consolidated financial results covering at least 30 days of post-Merger
combined operations of WMSB and Olympus have been published by WMSB in
accordance with ASR 135 and other applicable accounting rules, provided that
WMSB shall use all reasonable efforts to publish such financial statements
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twenty (20) days after the first full calendar month deemed by Deloitte &
Touche to satisfy the requirement of ASR 135 with respect to the time period
required for post-Merger financial results following the Effective Date if
such month is not the last month of the calendar quarter and 45 days after
such month if it is the last month of the calendar quarter.
(b) Shareholder shall be relieved of the obligation pursuant to
Section 3 to deliver shares if and only if: (i) at least 35 days prior to the
scheduled Effective Time (the "Deposit Date") all the Olympus common stock
owned by Shareholder (the "Pledged Stock") is placed in a margin account (the
"Margin Account") containing no other securities, (ii) on the Deposit Date the
outstanding margin loan amount secured by the Pledged Stock shall not equal
more than 40% of the market value of the Pledged Stock on the Deposit Date,
(iii) the margin loan amount shall not be increased after the Deposit Date and
Shareholder will not, and will not enter into any agreement to, sell, assign,
transfer or otherwise dispose of any of the Pledged Stock until after the
publication of post-Merger financial results described in Section 1(a), and
(iv) the broker with whom the Margin Account has been established shall
deliver to WMSB a letter confirming that none of the Pledged Stock shall be
subject to sale or margin call unless the margin loan amount exceeds 60% of
the market value of the Pledged Stock and that in no event will any of the
Pledged Stock be sold until after the stockholder and WMSB shall have been
given notice and two business days within which to repay the margin loan from
other sources. If WMSB advances any amounts to such broker to prevent a
margin call, such amount shall be deemed an unsecured demand loan to
Shareholder. Such loan shall accrue interest at a variable per annum rate
equal to 2% plus the prime rate (as published in the Wall Street Journal) and
Shareholder shall be liable to WMSB for all collection costs including
attorneys fees.
2. Shareholder further agrees to vote all Olympus shares owned by
Shareholder to approve and adopt the Merger at any Olympus shareholders'
meeting, one of the purposes of which is to vote on the Merger.
3. Unless Shareholder complies with the provisions of Section 1(b),
Shareholder further agrees that all certificates of Olympus common stock owned
by Shareholder will be delivered to Olympus at least 30 days before the
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Effective Date and that all certificates of Merger Stock received by
Shareholder in exchange for the common stock of Olympus held by Shareholder as
a result of the Merger, may bear a restrictive legend (to preclude the
transfer of the shares represented thereby in contravention of the Merger
Agreement or this letter) and that WMSB's transfer agent may be given
appropriate instructions to prohibit the transfer of the Merger Stock if such
transfer would contravene this letter.
4. Shareholder further agrees that until the Merger Agreement is
terminated, Shareholder will not sell or transfer any shares of Olympus common
stock except (a) in open market transactions or (b) in privately negotiated
transactions in which the person represented to Shareholder to be the ultimate
beneficial owner will acquire fewer than 30,000 shares, provided that any such
sale or transfer may be made only if it complies with Section 1 hereof for so
long as Section 1 is applicable.
5. If Director owns or acquires any common stock of Olympus prior to the
date post-Merger financial results described in Section 1(a) have been
published, then Director shall be subject to the same restrictions as
Shareholder with regard to Olympus stock. It is expressly understood and
acknowledged by the parties hereto that nothing contained herein is intended
to restrict Director from voting on any matter, or otherwise from acting, in
Director's capacity as a director or officer of Olympus (as opposed to
Director's capacity as a shareholder in which capacity my actions are
restricted by this letter) with respect to any matters, including but not
limited to, the general management or over-all operation of Olympus, or any
other exercise of Director's fiduciary responsibilities.
6. If the Merger Agreement is terminated, Shareholder and Director will
have no further obligations under this letter after the date of such
termination. If WMSB makes the election under Section 1(c)(iii) of the Merger
Agreement to pay a portion of the Merger Consideration in
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cash, then Sections 1 and 3 of this letter shall no longer be applicable but
the other sections of this letter shall remain applicable.
Very truly yours,
CENTURY PARTNERS
By:/s/ Richard Hokin
Its Managing Partner
/s/ Richard Hokin
Richard N. Hokin
91430255
