SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
July 20, 1998
Date of Report (Date of Earliest Event Reported)
Stratford American Corporation
(Exact Name of Registrant as Specified in its Charter)
Arizona
(State or Other Jurisdiction of Incorporation)
0-17108 86-0608035
(Commission file Number) (I.R.S. Employer
Identification No.)
2400 E. Arizona Biltmore Circle, Building 2, Suite 1270,
Phoenix, Arizona 85016
(Address of Principal Executive Offices) (Zip Code)
(602) 956-7809
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events
Stratford American Corporation (the "Company") effected a 15-to-1
reverse split of its Common Stock on July 20, 1998. The split was approved by
the Company's shareholders on July 8, 1998.
As a result of the reverse split, each fifteen (15) shares of
Stratford's Common Stock issued as of July 20, 1998 have been automatically
changed and reclassified into one (1) share of Stratford's post-split Common
Stock. Fractional interests resulting from the split will be rounded up to the
nearest whole share.
EXHIBITS
99.1 - Press Release dated July 17, 1998
SIGNATURES
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.
Date: July 20, 1998.
STRATFORD AMERICAN CORPORATION
By: /s/ Timothy A. Laos
-----------------------------------
Timothy A. Laos, Vice President, Chief
Financial Officer and Secretary
[STRATFORD AMERICAN LETTERHEAD]
FOR IMMEDIATE RELEASE
STRATFORD AMERICAN CORPORATION ANNOUNCES REVERSE SPLIT
PHOENIX, Ariz. -- (BUSINESS WIRE) -- July 17, 1998 -- Stratford
American Corporation (OTC Bulletin Board: STFA) today announced that it intends
to effect a 15-to-1 reverse split of its Common Stock on July 20, 1998. The
split was approved by the Company's shareholders on July 8, 1998.
As a result of the reverse split, each fifteen (15) shares of
Stratford's Common Stock issued as of July 20, 1998 will be automatically
changed and reclassified into one (1) share of Stratford's post-split Common
Stock. Fractional interests resulting from the split will be rounded up to the
nearest whole share. For example, a shareholder holding 150 shares before the
split would be the holder of 10 shares after the split, and a shareholder
holding 100 shares before the split would be the holder of 7 shares after the
split. The split will not affect any shareholder's proportionate equity interest
in the Company, other than a relatively slight adjustment which may occur due to
the rounding up of fractional shares, or any person's rights as a shareholder.
The Company's transfer agent, Harris Trust and Savings Bank, will serve
as the Exchange Agent for the split. The Company will send instructions to
shareholders with procedures for exchanging their existing share certificates
into certificates representing the post-split Common Stock. Shareholders should
not send any stock certificates to the Company, and should not send any
certificates to the Exchange Agent until they have received instructions from
the Company.
Following the split, the Company will have 100,000,000 shares of its
Common Stock authorized, will have approximately 5,871,787 shares issued and
outstanding, and will have approximately 94,128,213 shares authorized but
unissued and available for future issuance. The Company anticipates that its
trading symbol will be "STFAD" for a period of approximately 30 days following
July 20, 1998 and will once again be "STFA" following this period. The new CUSIP
number for the Company's post-split Common Stock will be 86279E 2 0 1.
The Company is engaged primarily in the business of leisure and
commercial car rental in the State of Arizona. It is the exclusive franchisee of
Dollar Rent A Car in all Arizona counties except Coconino, Pima and Navajo
Counties. The Company rents cars, trucks and passenger vans to business and
leisure travelers and others at six locations, including all three terminals at
Phoenix Sky Harbor International Airport.
Contact: Stratford American Corporation
Timothy A. Laos (602) 224-2310
