AMENDMENT NO. 1 TO
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PIONEER FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-2479273
(State of incorporation or organization) (I.R.S. Employer Identification No.)
1750 EAST GOLF ROAD
SCHAUMBURG, ILLINOIS 60173
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
RIGHTS TO ACQUIRE SERIES A NEW YORK STOCK EXCHANGE
JUNIOR PREFERRED STOCK
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. [ ]
If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1993 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Subject to the following paragraph, the description of the Rights to
Acquire Series A Junior Preferred Stock (the "Rights") is set forth under the
heading "Description of Registrant's Securities to be Registered" in the
Company's Registration Statement on Form 8-A (the "Registration Statement")
filed by the Company with the Securities and Exchange Commission on December
12, 1990, which description is incorporated herein by reference.
On December 15, 1996, the Company and First Chicago Trust Company of
New York, as Rights Agent (the "Rights Agent") adopted an amendment (the
"Amendment") to the Rights Agreement between the Company and the Rights Agent
(the "Rights Agreement"). The Amendment modifies the terms of the Rights by
excluding from the definitions of "Acquiring Person" and "Separation Date":
Conseco, Inc. ("Conseco") and Rock Acquisition Company, a wholly-owned
subsidiary of Conseco ("RAC"), but only in connection with that certain
Agreement and Plan of Merger dated as of December 15, 1996 by and among
Conseco, RAC and the Company.
ITEM 2. EXHIBITS
1* Rights Agreement, dated as of December 12, 1990 between the Company
and First Chicago Trust Company of New York, as Rights Agent
(including exhibits thereto).
1(a) Amendment to the Rights Agreement dated as of December 12, 1990
(the "Rights Agreement"), is made as of December 15, 1996, by the
Company and First Chicago Trust Company of New York, as Rights
Agent.
____________________
* Previously filed.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: January 27, 1997 PIONEER FINANCIAL SERVICES, INC.
By: /s/ David I. Vickers
Name: David I. Vickers
Title: Senior Vice President, Chief
Financial Officer and Treasurer
EXHIBIT 1(A)
AMENDMENT TO
RIGHTS AGREEMENT
This Amendment to the Rights Agreement dated as of December 12, 1990 (the
"Rights Agreement"), is made as of December 13, 1996, by Pioneer Financial
Services, Inc., a Delaware corporation (the "Company"), and First Chicago Trust
Company of New York (the "Rights Agent").
WHEREAS, pursuant to provision (iii) of Section 26 of the Rights Agreement,
the Company desires to amend the Rights Agreement as provided herein; and
WHEREAS, the Company has delivered to the Rights Agent a certificate from
an appropriate officer of the Company in accordance with Section 26 of the
Rights Agreement and the Rights Agent has not determined in good faith that the
amendments contemplated hereby would adversely affect its interests under the
Rights Agreement;
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree that the
Rights Agreement shall be amended as follows:
1. Section 1(a) of the Rights Agreement (the definition of "Acquiring
Person") shall be amended such that the word "or" immediately preceding
provision (iv) thereof shall be deleted and the following language shall be
inserted immediately before the end of the section: ", or (v) only in
connection with that certain Agreement and Plan of Merger dated as of December
15, 1996 by and among Conseco, Inc., Rock Acquisition Company and the Company,
Conseco, Inc. and Rock Acquisition Company."
2. Section 1(p) of the Rights Agreement (the definition of "Separation
Date") shall be amended such that the word "or" immediately preceding provision
(z) thereof shall be deleted and the following language shall be inserted
immediately after provision (z) but before the end of the parenthetical: ", or
(zz) only in connection with that certain Agreement and Plan of Merger dated as
of December 15, 1996 by and among Conseco, Inc., Rock Acquisition Company and
the Company, Conseco, Inc. and Rock Acquisition Company."
* * *
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
PIONEER FINANCIAL SERVICES, INC.
By: /s/ A. Clark Waid, III
Name: A. Clark Waid, III
Title: Secretary
FIRST CHICAGO TRUST COMPANY OF NEW YORK, as Rights
Agent
By: /s/ Diane S. Calcagno
Name: Diane S. Calcagno
Title: Assistant Vice President
