SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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)
December 31, 1996
ARISTAR, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-3521 95-4128205
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
8900 GRAND OAK CIRCLE, TAMPA, FLORIDA 33637-1050
(Address of principal executive offices)
Registrant's telephone number, including area code -
(813) 632 - 4500
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Both Aristar, Inc. (the "Company") and Great Western Bank, a Federal Savings
Bank ("GWB") are wholly-owned subsidiaries of Great Western Financial
Corporation ("Great Western"). As of the close of business on December 31,
1996, GWB paid a dividend to Great Western of all of the outstanding shares of
Blazer Financial Corporation ("BFC"), a wholly-owned subsidiary of GWB. BFC
is a holding company that owns all of the stock of Great Western Thrift and
Loan, a Utah industrial loan corporation, and First Community Industrial Bank,
a Colorado industrial bank. At December 31, 1996, BFC's consolidated assets,
which are predominantly consumer finance receivables, were approximately
$255.8 million. On December 31, 1996, subsequent to its receipt of the
dividend, Great Western transferred the shares of BFC to the Company for a
purchase price equal to BFC's $34.9 million book value at that time.
Immediately prior to the transfer and as a condition thereof, the Company
advanced $67.1 million to BFC, which was used by BFC to pay in full loans in a
like amount which it owed to GWB. The Company's source of funds for the
acquisition and the advance was a portion of the net proceeds available to the
Company from the sale on December 6, 1996 of $150,000,000 aggregate principal
amount of the Company's 6 1/8% Senior Notes due December 1, 2000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired
As permitted by Item 7(a)(4) of Form 8-K, the required financial
statements are not included herewith and will be filed under cover
of an amendment to this Report on Form 8-K as soon as practicable,
but not later than 60 days after this Report on Form 8-K must be
filed.
(b) Pro Forma Financial Information
As permitted by Item 7(b)(2) of Form 8-K, the required pro forma
financial information is not included herewith. The transaction
described above will be accounted for in a manner similar to a
pooling of interests. Accordingly, prior period financial
statements of the Company will be restated for the acquisition and
the Company's consolidated financial statements for the year ended
December 31, 1996 will give retroactive effect to such
transaction. Thus, the information called for by Item 7(b) of
Form 8-K will be contained in such financial information, which
will be filed under cover of the Company's Annual Report on Form
10-K for the year ended December 31, 1996 not later than 60 days
after this Report on Form 8-K must be filed.
(c) Exhibits
2.1 Stock Purchase Agreement dated as of December 31, 1996
between Aristar, Inc., as Buyer, and Great Western Financial
Corporation, as Seller.
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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 thereunto duly authorized.
ARISTAR, INC.
By: /s/ James A. Bare
James A. Bare
Executive Vice President and Chief
Financial Officer (Chief Accounting Officer)
January 13, 1997
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<PAGE>
EXHIBIT 2.1
=================================================================
STOCK PURCHASE AGREEMENT
dated as of December 31, 1996
between
ARISTAR, INC.
as Buyer
and
GREAT WESTERN FINANCIAL CORPORATION
as Seller
=================================================================
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<PAGE>
STOCK PURCHASE AGREEMENT, dated as of December 31, 1996, between
ARISTAR, INC., a Delaware corporation (the "Buyer"), GREAT WESTERN FINANCIAL
CORPORATION, a Delaware corporation (the "Seller").
The parties hereto agree as follows:
Section 1. PURCHASE AND SALE OF STOCK. Subject to the terms and
conditions of this Agreement, the Buyer agrees to purchase from the Seller,
and the Seller agrees to sell to the Buyer, as of the close of business on the
date of this Agreement, the outstanding common stock of Blazer Financial
Corporation, a Louisiana Corporation ("BFC") (such stock being referred to
hereinafter as the "Shares") for an aggregate purchase price (the "Purchase
Price") equal to the aggregate book value of the Shares as of the date of this
Agreement (the "Purchase Price").
Section 2. CLOSING. At the closing, the Seller shall deliver to the
Buyer certificates representing all of the Shares, duly endorsed in blank for
transfer, or with separate stock powers duly endorsed, against delivery by the
Buyer to the Seller of the Purchase Price.
Section 3. REPRESENTATIONS AND WARRANTIES. The Seller represents and
warrants as follows:
a. Organization of Company. BFC is a corporation duly organized and
validly existing under the laws of Louisiana.
b. Subsidiaries. BFC has the following subsidiaries: Great Western
Thrift & Loan, a Utah industrial loan corporation and First Community
Industrial Bank, a Colorado industrial bank.
c. Capitalization. The aggregate number of shares which BFC is
authorized to issue is 10,000 common shares, of which 1,000 shares are issued
and presently outstanding. All such issued shares have been validly issued
and are fully paid and nonassessable. BFC has no outstanding subscriptions,
contracts, options, warrants, or other obligations to issue, sell, or
otherwise dispose of, or to purchase, redeem or otherwise acquire any of its
shares.
d. Share Ownership. Seller represents and warrants that it is the
owner, free and clear of any encumbrances, of all outstanding common shares of
BFC. Seller has full right and authority to transfer said shares to Buyer,
and there are no other shares of the Company owned or claimed by any other
person or entity.
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Section 4. CONDITIONS PRECEDENT FOR SELLER. All obligations of the
Seller under this agreement are, at its option, subject to the fulfillment,
prior to or at the closing, of each of the following conditions:
a. Payment of Intercompany Loan Prior to Closing. BFC and its
subsidiaries shall repay all indebtedness and other obligations outstanding to
Great Western Bank, a Federal Savings Bank or any of its subsidiaries (other
than to BFC and its subsidiaries) immediately prior to closing with the
proceeds of a loan or loans from Buyer.
b. Termination of Line of Credit. The outstanding line of credit from
Great Western Bank, a Federal Savings Bank to BFC shall be terminated
immediately prior to closing.
Section 5. CONDITIONS PRECEDENT FOR BUYER. All obligations of the
Buyer under this agreement are, at its option, subject to the fulfillment,
prior to or at the closing, of each of the following conditions:
a. Representations and Warranties True at Closing. The Seller's
representations and warranties contained in this agreement shall be true at
the time of closing as though such representations and warranties were made at
closing.
b. Performance. The Seller shall have performed and complied with all
agreements and conditions required by this agreement to be performed or
complied with by it prior to or at the closing.
Section 6. ENTIRE AGREEMENT. This Agreement and other documents
contemplated hereby contain the entire agreement between the parties hereto
with respect to the subject matter hereof. All certificates, documents and
other instruments to be delivered hereunder are hereby expressly made a part
of this Agreement as fully as though set forth herein, and all references to
this Agreement herein or in any of such writings shall be deemed to refer to
and include all of such writings.
Section 7. BINDING EFFECT. This Agreement shall inure to the benefit
of and be binding upon the parties hereto and their respective successors and
permitted assigns; nothing in this Agreement, express or implied, is intended
to confer on any person other than the parties hereto, or their respective
successors or permitted assigns, any rights, remedies obligations or
liabilities under or by reason of this Agreement.
Section 8. AMENDMENT OR MODIFICATION. This Agreement may not be
amended, modified or supplemented by the parties hereto in any manner, except
by an instrument in writing signed on behalf of each of the parties hereto by
their duly authorized officers or representatives.
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Section 9. WAIVER. The failure of any party hereto to enforce at any
time any of the provisions of this Agreement shall in no way be construed to
be a waiver of any such provision, nor in any way to affect the validity of
this Agreement or any part thereof or the right of any party thereafter to
enforce each and every such provision. No waiver of any breach of this
Agreement shall be held to be a waiver of any other or subsequent breach.
Section 10. NON-ASSIGNABILITY. This Agreement shall not be assignable
by any party hereto without the prior written consent of the other party
hereto.
Section 11. SEVERABILITY. If any provision of this Agreement shall be
determined by a court of competent jurisdiction to be invalid or
unenforceable, such determination shall not affect the remaining provisions of
this Agreement, all of which shall remain in full force and effect.
Section 12. GOVERNING LAW. This Agreement shall be governed by, and be
construed in accordance with, the laws of the State of California.
Section 13. COUNTERPARTS. This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original of this Agreement
and all of which shall be deemed an original of this Agreement and all of
which together shall constitute one and the same instrument.
Section 14. SECTION AND OTHER HEADINGS. The section and other headings
contained in this Agreement are for reference purposes only and shall not
affect in any way the meaning or interpretation of this Agreement.
Section 15. NOTICES. All notices, requests, demands or other
communications under or with respect to this Agreement shall be in writing and
shall be deemed to have been duly given if delivered personally or sent by
certified or registered mail, return receipt requested, postage prepaid, to
the parties at the respective addresses set forth below:
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If to the Buyer:
Aristar, Inc.
c/o Great Western Consumer Finance Group
8900 Grand Oak Circle
Tampa, Florida 33637-1050
Attention: James R. Garner
If to Seller:
Great Western Financial Corporation
c/o Great Western Financial Corporation
9200 Oakdale Avenue
Chatsworth, California 91311
Attention: Stephen F. Adams
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the date and year first above
written.
ARISTAR, INC.
By /s/ James A. Bare
Title: Executive Vice President
GREAT WESTERN FINANCIAL CORPORATION
By /s/ Stephen F. Adams
Title: First Vice President
