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 14, 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.
Mercury Finance Company and all of its subsidiaries, other than its
insurance company subsidiaries, have entered into a First Amendment, dated
February 14, 1997 (the "First Amendment"), to the Loan and Security Agreement,
dated as of February 7, 1997 (the "Loan Agreement"; all capitalized terms used
herein without being defined have the meanings provided for in the Loan
Agreement), with certain financial institutions and BankAmerica Business Credit,
Inc. as agent for the Lenders. The First Amendment provides that all the
proceeds of the Loans under the Loan Agreement are to be used (a) to satisfy
obligations currently due by each Borrower, (b) for general corporate purposes
of each Borrower and (c) by MFC to pay amounts due to affiliated insurance
companies in the approximate amount of $6,000,000. None of the proceeds of the
Loans may be used to (i) repay the principal of any indebtedness for borrowed
money, (ii) repay the principal or interest on the commercial paper listed on
Exhibit A to the First Amendment, (iii) to purchase, extend credit for the
purpose of purchasing or refinance indebtedness of any Borrower or other person
that has been incurred to purchase, Margin Stock or (iv) to acquire any security
that is subject to Section 13 or 14 of the Exchange Act.
A copy of the First Amendment is attached as Exhibit 10.1 to this Report on
Form 8-K and incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description of Document
10.1 First Amendment, dated February 14, 1997 to Loan and
Security Agreement, dated as of February 7, 1997 among
BankAmerica Business Credit, Inc., as agent, certain
other financial institutions, Mercury Finance Company
and certain of its subsidiaries.
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: March 11, 1997 By: /s/ Bradley Vallem
Its: AVP & Treasurer
FIRST AMENDMENT
THIS FIRST AMENDMENT, dated as of February 14, 1997 (this "Amendment"),
amends the Loan and Security Agreement, dated as of February 7, 1997 (the "Loan
and Security Agreement"), among the financial institutions named therein,
BankAmerica Business Credit, Inc., as Agent, Mercury Finance Company and certain
other Borrowers. Capitalized terms used in this Amendment and not otherwise
defined herein have the meanings ascribed to such terms in the Loan and Security
Agreement.
WHEREAS, the parties hereto have entered into the Loan and Security
Agreement which provides for the Lenders to make Loans to the Borrowers from
time to time; and
WHEREAS, the parties hereto desire to amend the Loan and Security Agreement
as hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the parties hereto agree as follows:
SECTION 1 AMENDMENT. Effective on (and subject to the occurrence of) the
Amendment Effective Date (as defined below), the Loan and Security Agreement
shall be amended as follows:
1.1 Amendment to Section 1.1. Section 1. 1 of the Loan and Security
Agreement is amended by inserting the following defined term in alphabetical
order:
"First Amendment" means the First Amendment dated as of February 14,
1997 among the Lenders, the Agent, MFC and the other Borrowers.
1.2 Amendment to Section 8.11. Section 8.11 of the Loan and Security
Agreement is amended and restated in its entirety to read as follows:
8.11 Use of Proceeds, Margin Regulations. The proceeds of the Loans
are to be used by each Borrower to satisfy obligations currently due by
each Borrower, for general corporate purposes and by MFC for the purpose of
paying amounts due to affiliated insurance companies in the approximate
amount of $6,000,000. No such proceeds shall be used to repay the
principal of any indebtedness for borrowed money or to pay principal or
interest on the commercial paper listed on Exhibit A to the First
Amendment.
1.3 Amendment to Section 9.4. Section 9.4 of the Loan and Security
Agreement is amended and restated in its entirety to read as follows:
9.4 Use of Proceeds. No Borrower shall use any portion of the Loan
proceeds, directly or indirectly, (i) to purchase or carry Margin Stock,
(ii) to pay or otherwise refinance indebtedness of any Borrower or other
incurred to purchase or carry Margin Stock, (iii) to extend credit for the
purpose of purchasing or carrying any Margin Stock, or (iv) to acquire any
security in any transaction that is subject to Section 13 or 14 of the
Exchange Act, or (iv) or to pay principal or interest on the commercial
paper listed on Exhibit A to the First Amendment.
SECTION 2 EFFECTIVENESS. The amendments set forth in Section 1 hereof
shall become effective, as of the day and year first above written, on such date
(the "Amendment Effective Date") when the Agent shall have received an executed
counterpart of this Amendment from each Person listed on the signature pages
hereto.
SECTION 3 MISCELLANEOUS.
3.1 Continuing Effectiveness, etc. Except as herein amended, the Loan and
Security Agreement and each other Loan Document shall remain in full force and
effect and is hereby ratified and confirmed in all respects. After the
Amendment Effective Date, all references in the Loan and Security Agreement to
"this Agreement", and all references in any Loan Document to "Loan and Security
Agreement", shall refer to the Amended Loan and Security Agreement as amended by
this Amendment.
3.2 Counterparts. This Amendment may be executed in any number of
counterparts and by the different parties on separate counterparts, and each
such counterpart shall be deemed to be an original but all such counterparts
shall together constitute one and the same Amendment.
3.3 GOVERNING LAW. THIS AMENDMENT SHALL BE A CONTRACT MADE UNDER AND
GOVERNED BY THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICT OF LAWS PROVISIONS) OF
THE STATE OF ILLINOIS.
3.4 Successors and Assigns. This Amendment shall be binding upon the
parties hereto and their respective successors and assigns, and shall inure to
the benefit of the parties hereto and the respective successors and assigns of
the Lenders and the Agent.
IN WITNESS WHEREOF, the parties have entered into this Agreement on the
date first above written.
MERCURY FINANCE COMPANY
By
Name:
Title:
MERCURY FINANCE CORPORATION OF ALABAMA
MERCURY FINANCE COMPANY OF ARIZONA
MERC FINANCE COMPANY OF CALIFORNIA
MERCURY FINANCE COMPANY OF COLORADO
MERCURY FINANCE COMPANY OF DELAWARE
MERCURY FINANCE COMPANY OF FLORIDA
MERCURY FINANCE COMPANY OF GEORGIA
MERCURY FINANCE COMPANY OF IDAHO
MERCURY FINANCE COMPANY OF ILLINOIS
MERCURY FINANCE COMPANY OF INDIANA
MERCURY FINANCE COMPANY OF IOWA
MERCURY FINANCE COMPANY OF KANSAS
MERCURY FINANCE COMPANY OF KENTUCKY
MERCURY FINANCE COMPANY OF LOUISIANA
MERCURY FINANCE COMPANY OF MICHIGAN
MERCURY FINANCE COMPANY OF MISSISSIPPI
MERCURY FINANCE COMPANY OF MISSOURI
MERCURY FINANCE COMPANY OF NEVADA
MERCURY FINANCE COMPANY OF NEW MEXICO
MERCURY FINANCE COMPANY OF NEW YORK
MERCURY FINANCE COMPANY OF NORTH CAROLINA
MERCURY FINANCE COMPANY OF OHIO
MFC FINANCE COMPANY OF OKLAHOMA
MERCURY FINANCE COMPANY OF OREGON
MERCURY FINANCE COMPANY OF PENNSYLVANIA
MERCURY FINANCE COMPANY OF SOUTH CAROLINA
MERCURY FINANCE COMPANY OF TENNESSEE
MFC FINANCE COMPANY OF TEXAS
MERCURY FINANCE COMPANY OF UTAH
MERCURY FINANCE COMPANY OF VIRGINIA
MERCURY FINANCE COMPANY OF WASHINGTON
MERCURY FINANCE COMPANY OF WISCONSIN
FILCO MARKETING COMPANY
MFC FINANCIAL SERVICES, INC.
GULFCO FINANCE COMPANY
GULFCO INVESTMENT, INC.
MIDLAND FINANCE CO.
By
Name:
Title:
BANKAMERICA BUSINESS CREDIT,
INC., as Lender and as the Agent
By:
Name:
Title:
Exhibit A to First Amendment
Commercial Paper
<TABLE>
<CAPTION>
Original Original
Issue Maturity Maturity
Date Date Dealer Amount
<S> <C> <C> <C>
12/05/96 02/06/97 BancAmerica 21,500,000.00
12/16/96 02/10/97 BancAmerica 14,000,000.00
11/15/96 02/13/97 BancAmerica 15,000,000.00
01/16/97 02/19/97 BancAmerica 4,000,000.00
12/02/96 03/07/97 BancAmerica 26,000,000.00
12/11/96 03/14/97 BancAmerica 20,000,000.00
01/13/97 03/19/97 BancAmerica 11,500,000.00
</TABLE>
