SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4/A
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
(Amendment No. 1)
FRONTIER ADJUSTERS OF AMERICA, INC.
(Name of Issuer)
FRONTIER ADJUSTERS OF AMERICA, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
359050-10-1
(CUSIP Number of Class of Securities)
WILLIAM J. ROCKE
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
FRONTIER ADJUSTERS OF AMERICA, INC.
45 EAST MONTEREY WAY, PHOENIX, ARIZONA 85011
(602) 264-1061
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Person(s) Filing Statement)
COPIES TO:
KAREN L. LIEPMANN, ESQ.
SARA R. ZISKIN, ESQ.
O'CONNOR, CAVANAGH, ANDERSON, KILLINGSWORTH & BESHEARS,
A PROFESSIONAL ASSOCIATION
ONE EAST CAMELBACK ROAD, SUITE 1100
PHOENIX, ARIZONA 85012
(602) 263-2400
May 12, 1999
(Date Tender Offer First Published, Sent, or Given to Security Holders)
CALCULATION OF FILING FEE
================================================================================
TRANSACTION VALUATION(1) AMOUNT OF FILING FEE
- --------------------------------------------------------------------------------
$2,900,000 $580.00
- --------------------------------------------------------------------------------
(1) Calculated as the aggregate estimated maximum purchase price to be paid for
up to 1,000,000 shares to be purchased in the Tender Offer.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form or
schedule and the date of its filing.
Amount previously paid: $580.00 Filing party: Frontier Adjusters
of America, Inc.
Form or registration no.: Schedule 13E-4 Date filed: May 17, 1999
<PAGE>
INTRODUCTION
This Amendment No. 1 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 filed with the Securities and Exchange Commission by
Frontier Adjusters of America, Inc., an Arizona corporation (the "Company"), on
May 17, 1999 relating to the offer by the Company to purchase up to 1,000,000
shares (or such lesser number of shares as are validly tendered and not
withdrawn) of its common stock, par value $.01 per share (the "Common Stock"),
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated May 12, 1999 (the "Offer to Purchase") and in the related Letter of
Transmittal (which together constitute the "Offer").
This Amendment No. 1 reflects the results of the Offer, which expired
at 9:00 p.m., Pacific time, on June 10, 1999.
Capitalized terms used but not otherwise defined herein shall have the
meanings ascribed to such terms in the Schedule 13E-4 and the Offer to Purchase.
ITEM 8. ADDITIONAL INFORMATION
Item 8(e) is hereby amended and supplemented to add the following:
The Offer expired at 9:00 p.m., Pacific time, on June 10, 1999 (the
"Expiration Time"), and will not be extended. As of the Expiration Time,
971,464(1) shares of Common Stock were validly tendered and not properly
withdrawn. Pursuant to the Offer, the Company accepted for payment all 971,464
shares of Common Stock at a price of $2.90 per share.
This Amendment No. 1 to the Schedule 13E-4 constitutes the final
amendment to the Schedule 13E-4 pursuant to Rule 13e-4(c)(3) under the
Securities Exchange Act of 1934, as amended, and General Instruction (D) to
Schedule 13E-4.
(1) Includes 30,000 shares for which the Company has not received certificates
and which the Company will accept for tender upon receipt of certificates.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
The following material is hereby filed as an additional exhibit to the
Company's Issuer Tender Offer Statement on Schedule 13E-4:
9(a)(11) Form of Press Release issued by the Company, dated June 15, 1999.
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete, and correct.
FRONTIER ADJUSTERS OF AMERICA, INC.
By: /s/ William J. Rocke
------------------------------------
William J. Rocke,
Chairman of the Board and Chief
Executive Officer
Dated: June 18, 1999
EXHIBIT 9(a)(11)
FRONTIER ADJUSTERS OF AMERICA DECLARES $1.60 DISTRIBUTION
PHOENIX, Arizona, June 15, 1999 - The Board of Directors of Frontier Adjusters
of America, Inc. (ASE-FAJ), declared a special distribution of $1.60 per share
on the Company's common stock, William J. Rocke, chairman and chief executive
officer, announced today. The distribution is payable on July 12, 1999 to
shareholders of record on June 25, 1999. This distribution follows the
expiration of a tender offer by the Company to buy up to 1,000,000 shares of
common stock from existing shareholders at $2.90 per share. The tender offer
expired at 9:00 p.m. Pacific Time on June 10, 1999 and resulted in the
acceptance for purchase of 971,464 shares of Frontier stock by the Company.
Frontier Adjusters of America, Inc. licenses and franchises independent claims
adjusters throughout North America, with more than 670 advertised locations in
50 states, the District of Columbia and Canada. The Company also owns and
operates independent insurance adjusting businesses in Arizona and Nevada.
For more information at Frontier, contact:
Laurel Park, Assistant Controller
Phone: (602) 264-1061
