SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Act of 1934
Date of Report (Date of earliest event reported): November 18, 1999
FRONTIER ADJUSTERS OF AMERICA, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
ARIZONA 1-12902 86-0477573
- ---------------------------- --------------------- ---------------------
(State or other jurisdiction (Commission File No.) (IRS Employer ID No.)
of incorporation)
45 East Monterey Way, Phoenix, Arizona 85011
--------------------------------------------------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (602) 264-1061
-------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
FRONTIER ADJUSTERS OF AMERICA, INC.
FORM 8-K
CURRENT REPORT
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
United Financial Adjusting Company ("UFAC") is the owner of 5,258,513
shares of the Company's Common Stock. The shares of Common Stock owned by UFAC
represent 58.7% of the Company's issued and outstanding Common Stock (58.1% on a
fully diluted basis).
UFAC was a wholly owned subsidiary of The Progressive Corporation
("Progressive"). On November 18, 1999, Progressive filed an amendement to their
Schedule 13D indicating a change in ownership of UFAC.
Pursuant to a Contribution Agreement dated October 1, 1999 (the
"Contribution Agreement") between Progressive and Netrex L.L.C., a New York
limited liability company ("Netrex"), on November 5, 1999 (i) Progressive
contributed (the "Contribution") all of the common stock of UFAC to Netrex
Holdings L.L.C., a newly-formed Delaware limited liability company ("Netrex
Holdings"), in exchange for 51.3% of the outstanding units of Netrex Holdings,
and (ii) Netrex was issued the remaining outstanding units of Netrex Holdings.
As a result of the Contribution, UFAC was transferred from a wholly owned
subsidiary of Progressive to a wholly owned subsidiary of Netrex Holdings.
Netrex Holdings is governed by an Operating Agreement dated November 5, 1999
between Progressive and Netrex, pursuant to which the business operations and
affairs of Netrex Holdings is managed by Netrex Corp., a New York corporation
("Netrex Corp."). Netrex Corp. is an affiliate of Netrex and not of Progressive,
and may only be removed as manager of Netrex Holdings by unanimous consent of
all of the members of Netrex Holdings.
As a result of the transactions contemplated by the Contribution Agreement,
Progressive has informed the Company that Progressive is not able to direct the
vote or disposition of, and does not share the power to direct the vote or
disposition of, any of the Company's Common Shares.
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 hereunto duly authorized.
December 2, 1999 FRONTIER ADJUSTERS OF AMERICA, INC.
By: /s/ Francis J. LaPallo
------------------------------------
Francis J. LaPallo
Executive Vice President
