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) February 27, 1997
Mercury Finance Company
(Exact name of registrant as specified in charter)
Delaware 1-10176 36-3627010
(State of other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
100 Field Drive, Lake Forest, Illinois 60045
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847) 295-8600
N/A
(Former name or former address, if changed since last report)
Item 5. Other Events.
On February 27, 1997, the registrant issued a press release, a copy of
which is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by
reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description of Document
99.1 Press release dated February 27, 1997 issued by the
registrant.
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.
Mercury Finance Company
Date: February 27, 1997 By: /s/ Bradley Vallem
Its: AVP & Treasurer
FOR IMMEDIATE DISTRIBUTION Information:
Joe Kopec or Jim Fitzpatrick
The Dilenschneider Group
312-553-0700
MERCURY FINANCE ADOPTS SHAREHOLDER RIGHTS PLAN
CHICAGO, Feb. 27 - Mercury Finance Company (NYSE:MFN) today announced that
its board of directors unanimously approved a shareholder rights plan designed
to protect Mercury's shareholders from abusive takeover tactics and from
attempts to acquire control of Mercury without offering a fair price to all of
the company's shareholders. Mercury said that it is not aware of any effort to
acquire control of the company. The plan does not preclude the board from
considering and accepting an offer if the board believes it is in the best
interest of the company, its creditors and shareholders.
Under the rights plan, a dividend distribution of one stock purchase right
will be made for each share of common stock outstanding at the close of business
on March 10, 1997. Each right entitles the holder to purchase one share of
Mercury common stock at a purchase price of $13.50. The plan has a ten-year
duration.
Initially, the rights will be attached to common stock and will not be
exercisable or represent any significant value to shareholders. The rights may
become exercisable only if any person acquires beneficial ownership of 15
percent or more of Mercury common stock or begins a tender offer that could
result in a 50 percent ownership. All Mercury shareholders except for the
acquiring person would then be entitled, by paying the right's exercise price,
to buy Mercury common stock having twice the market value of the exercise price.
If there is a change in the majority of the board of directors before the
rights become exercisable, the terms of the rights plan can be altered only by
directors who were on the board before the change occurred. However, this
limitation expires at the earlier of six months after the change or one year
from today.
The Mercury board of directors can cancel the plan by redeeming the rights
at a price of $0.001 or 1/10 of a cent share in the event of a proposed offer
that the board concludes is in the best interests of Mercury, its creditors and
shareholders.
Details of the rights distribution are contained in a letter which will be
mailed shortly to all Mercury shareholders.
