AS FILED WITH THE COMMISSION ON MARCH 18, 1999 (SEC FILE NO. 22-22405)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
AMENDMENT NO. 1
TO
FORM T-3
FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES UNDER THE
TRUST INDENTURE ACT OF 1939
MERCURY FINANCE COMPANY
(Name of Applicant)
100 FIELD DRIVE, LAKE FOREST, ILLINOIS 60045
(Address of principal executive offices)
SECURITIES TO BE ISSUED UNDER THE INDENTURE TO BE QUALIFIED
TITLE OF CLASS AMOUNT
11% SENIOR SUBORDINATED
NOTES DUE 2003 $22,500,000
Approximate date of issuance: On or as soon as possible after the
Effective Date (as defined
in the Second Amended Plan
of Reorganization dated
December 29, 1998 of
Mercury Finance Company
under chapter 11 of the
United States Bankruptcy
Code).
Name and address of agent for service: Mark Dapier, Esq.
Mercury Finance Company
100 Field Drive
Lake Forest, Illinois 60045
(847) 295-8600
With a copy to:
Grant A. Bagan, P.C.
Lewis S. Rosenbloom
McDermott, Will & Emery
227 West Monroe St., Suite 3100
Chicago, Illinois 60606
(312) 372-2000
THE APPLICANT HEREBY AMENDS THIS APPLICATION FOR QUALIFICATION ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVENESS UNTIL (I) THE 20TH
DAY AFTER THE FILING OF A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT IT
SHALL SUPERSEDE THIS AMENDMENT, OR (II) SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SECTION 307(C) OF THE TRUST INDENTURE ACT OF 1939, AS AMENDED (THE
"ACT"), MAY DETERMINE UPON THE WRITTEN REQUEST OF THE APPLICANT.
GENERAL
1. GENERAL INFORMATION. Furnish the following as to the applicant:
(a) Form or organization.
A corporation.
(b) State or other sovereign power under the laws of which
organized.
Delaware.
2. SECURITIES ACT EXEMPTION APPLICABLE. State briefly the facts relied
upon by the applicant as a basis for the claim that registration of the
indenture securities under the Securities Act of 1933 is not required.
On July 15, 1998, Mercury Finance Company, a Delaware corporation (the
"Company"), filed a voluntary petition for relief under chapter 11 of the United
States Bankruptcy Code (the "Bankruptcy Code") in the United States Bankruptcy
Court for the Northern District of Illinois Eastern Division (the "Bankruptcy
Court"). As part of the Second Amended Plan of Reorganization of the Company
dated December 29, 1998 (the "Plan of Reorganization"), the Company proposes to
issue 11% Senior Subordinated Notes due 2002 (collectively, the "New Senior
Subordinated Notes"). The Plan of Reorganization also provides for the issuance
of 10% Senior Secured Notes due 2001, Series A, and Senior Secured Notes due
2001, Series B (collectively, the "New Senior Notes"), as well as shares of
common stock of the Company (the "New Common Stock") and warrants to purchase
shares of New Common Stock (the "Warrants"). The New Senior Notes and the New
Senior Subordinated Notes will be issued in part to discharge claims of existing
creditors in the Bankruptcy Case described below.
On December 30, 1998, the Bankruptcy Court approved the Company's
Second Amended Disclosure Statement dated December 29, 1998 (the "Disclosure
Statement") as containing "adequate information" for the purpose of soliciting
votes of holders of claims or equity interests in the Company for acceptance or
rejection of the Plan of Reorganization (Case No. 98 B 20763) and authorized the
Company to solicit acceptances of its Plan of Reorganization. The Plan of
Reorganization was confirmed on March 10, 1999. The New Senior Subordinated
Notes are to be issued under an indenture and a supplemental indenture
(together, the "Subordinated Note Indenture") between the Company and Norwest
Bank Minnesota, National Association, as trustee, forms of which are attached
hereto as Exhibits T3C1 and T3C2. The effective date of the Plan of
Reorganization will be March 23, 1999 (the "Effective Date").
A copy of the Disclosure Statement is attached as Exhibit T3E5 to this
Form T-3 and a copy of the Plan of Reorganization is attached as Exhibit T3E6 to
this Form T-3. Information in this Form T-3 relating to future actions or
intentions of the Company, or other parties pursuant to the Plan of
Reorganization, are the current intentions of such parties, pursuant to the Plan
of Reorganization and as described in the Disclosure Statement, which actions
may be subject to modification, provided that all necessary approvals and/or
consents have been obtained.
The New Senior Subordinated Notes and the New Senior Notes are proposed
to be issued in reliance upon the exemption from registration under the
Securities Act of 1933, as amended (the "Securities Act"), set forth in Section
1145(a)(1) of Title 11 of the Bankruptcy Code, applicable to the offer or sale
under a plan of reorganization under Chapter 11 of the Bankruptcy Code by an
entity that is not an underwriter of a security of a debtor principally in
exchange for a claim against such debtor.
Section 1145 of Title 11 the Bankruptcy Code exempts the offer or sale
of securities under a plan of reorganization from registration under the
Securities Act and state securities laws if three principal requirements are
satisfied: (1) the securities are issued by a debtor, its successor, or an
affiliate participating in a joint plan with the debtor (provided that such
entity is not an underwriter as defined in Section 1145(b) of the Bankruptcy
Code) under a plan of reorganization; (2) the recipients of the securities hold
a claim against the debtor or such affiliate, an interest in the debtor or such
affiliate, or a claim for an administrative expense against the debtor or such
affiliate; and (3) the securities are issued entirely in exchange for the
recipients' claim against or interest in the debtor or such affiliate, or
"principally" in such exchange and "partly" for cash or property.
The Company believes that the issuance of the New Senior Subordinated
Notes and the New Senior Notes to certain creditors of the Company pursuant to
the Plan of Reorganization will satisfy all three conditions of Section 1145 of
the Bankruptcy Code because (a) the issuances of the New Senior Subordinated
Notes and the New Senior Notes are expressly contemplated under the Plan of
Reorganization as part of the reorganization; (b) the recipients are holders of
"claims" against the Company; and (c) the recipients will obtain such New Senior
Subordinated Notes and the New Senior Notes principally in exchange for their
prepetition claims.
AFFILIATIONS
3. AFFILIATES. Furnish a list or diagram of all affiliates of the
applicant and indicate the respective percentages of voting securities or other
bases of control.
The following tables set forth the relationship between the Company and
all of its affiliates, including their respective percentages of voting
securities, as of February 28, 1999. Pursuant to the federal securities laws,
the directors and executive officers set forth below may be deemed to be
affiliates of the Company due to their positions with the Company; however,
their inclusion in this item is not an admission of their affiliated status with
the Company. The tables are based on information within the Company's
possession. As of February 28, 1999, there were not any persons or entities
known by the Company to be the beneficial owners of more than five percent of
the Company's voting securities. The address for all of the directors and
executive officers listed below is the address of the Company.
Affiliates as of February 28, 1999:
<TABLE>
<CAPTION>
RELATIONSHIP PERCENTAGE
OF VOTING
NAME SECURITIES
<S> <C> <C>
Dennis H. Chookaszian Director *
William C. Croft Director *
Clifford R. Johnson Director *
Andrew McNally IV Director *
Bruce I. McPhee Director *
Fred G. Steingraber Director *
Philip J. Wicklander Director *
William A. Brandt, Jr President & Chief Executive Officer *
Fred C. Caruso Acting Chief Operating Officer *
Patrick J. O'Malley Acting Principal Financial & *
Accounting Officer
Mercury Finance Corporation of Alabama (Ala) Subsidiary NA
Mercury Finance Company of Arizona (Ariz.) Subsidiary NA
Merc. Finance Company of California (Cal) Subsidiary NA
Mercury Finance Company of Colorado (Del) Subsidiary NA
Mercury Finance Company of Delaware (Del) Subsidiary NA
Mercury Finance Company of Florida (Del) Subsidiary NA
Mercury Finance Company of Georgia (Del) Subsidiary NA
Mercury Finance Company of Illinois (Del) Subsidiary NA
Mercury Finance Company of Idaho (Del) Subsidiary NA
Mercury Finance Company of Iowa (Del) Subsidiary NA
Mercury Finance Company of Indiana (Del) Subsidiary NA
Mercury Finance Company of Kansas (Del) Subsidiary NA
Mercury Finance Company of Kentucky (Del) Subsidiary NA
Mercury Finance Company of Louisiana (Del) Subsidiary NA
Mercury Finance Company Michigan (Del) Subsidiary NA
Mercury Finance Company of Missouri Subsidiary NA
Mercury Finance Company of Mississippi (Del) Subsidiary NA
Mercury Finance Company of Nevada (Nev.) Subsidiary NA
Mercury Finance Company of New Mexico (Del) Subsidiary NA
Mercury Finance Company of New York (Del) Subsidiary NA
Mercury Finance Company of North Carolina (Del)Subsidiary NA
Mercury Finance Company of Ohio (Del) Subsidiary NA
MFC Finance Company of Oklahoma (Del) Subsidiary NA
Mercury Finance Company of Oregon (Del) Subsidiary NA
Mercury Finance Company of Pennsylvania (Del) Subsidiary NA
Mercury Finance Company of South Carolina (Del)Subsidiary NA
Mercury Finance Company of Tennessee (Tenn.) Subsidiary NA
MFC Finance Company of Texas (Del) Subsidiary NA
Mercury Finance Company of Utah (Del) Subsidiary NA
Mercury Finance Company of Virginia (Del) Subsidiary NA
Mercury Finance Company of Washington (Del) Subsidiary NA
Mercury Finance Company of Wisconsin (Del) Subsidiary NA
Filco Marketing Company (Del) Subsidiary NA
Gulfco Investment Inc. (La) Subsidiary NA
Gulfco Finance Company (La) Subsidiary NA
Midland Finance Co. (IL) Subsidiary NA
MFN Insurance Company (Turks and Caicos) Subsidiary NA
MFC Financial Services, Inc. of Florida Subsidiary NA
- -------------------
*Less than one percent
</TABLE>
After the Effective Date, the above officers and directors
will resign from their positions as directors and/or executive officers of the
Company. The following table sets forth the relationship between the Company and
certain persons who are expected to be directors and/or executive officers on
and after the Effective Date as well as their respective percentages of voting
securities.
<TABLE>
<CAPTION>
NAME RELATIONSHIP PERCENTAGE VOTING SECURITIES
<S> <C> <C>
Edward G. Harshfield President, Chairman, Chief Executive Options to purchase 5% of New Common
Officer and Director Stock to be granted on the Effective
Date
Thomas L. Gooding Director -
Andrew C. Halvorsen Director -
Michael A. Kramer Director -
Martin L. Solomon Director -
Robert Stucker Director -
George R. Zoffinger Director -
Jeffrey Weeden Executive Vice President and Chief Options to purchase 1% of the New
Financial Officer Common Stock to be granted on the
Effective Date
Mark Dapier Executive Vice President, General Options to purchase 0.5% of the New
Counsel and Secretary Common Stock to be granted on the
Effective Date
</TABLE>
On the Effective Date, all of the Company's current common stock will
be canceled. Pursuant to the Plan of Reorganization, as of the Effective Date,
(a) 9,500,000 shares of New Common Stock of the Company will be issued to
holders of Senior Debt Claims (as defined in the Plan of Reorganization) pro
rata, based upon each creditor's percentage of the Senior Debt Claims, and (b)
the stockholders of the Company will be entitled to receive 500,000 shares of
New Common Stock, pro rata, based upon their respective ownership of Old Common
Stock, and Warrants to purchase up to 1,740,000 shares of the New Common Stock
of the Company. Accordingly, as of the Effective Date, based upon the holders of
the Senior Debt Claims on July 1, 1998, the creditors of the Company listed in
Item 5 below may be deemed to be affiliates of the Company after the Effective
Date of the Plan of Reorganization due to their ownership of more than 10% of
the New Common Stock. See Item 5 for their percentage of voting securities.
MANAGEMENT AND CONTROL
4. DIRECTORS AND EXECUTIVE OFFICERS. List the names and complete
mailing addresses of all directors and executive officers of the applicant and
all persons chosen to become directors or executive officers. Indicate all
offices with the applicant held or to be held by each person named.
The address for each director and executive officer listed below is 100
Field Drive, Lake Forest, Illinois 60045.
Prior to the Effective Date:
NAME OFFICE
- ---- ------
Dennis H. Chookaszian Director.
William C. Croft Director.
Clifford R. Johnson Director.
Andrew McNally IV Director.
Bruce I. McPhee Director.
Fred G. Steingraber Director.
Philip J. Wicklander Director.
William A. Brandt, Jr. President and Chief Executive Officer of the Company.
Fred C. Caruso Acting Chief Operating Officer.
Patrick J. O'Malley Acting Principal Financial and Accounting Officer.
Edward G. Stautzenbach Vice President - Marketing.
Steven G. Gould Vice President - Operations.
George R. Carey Vice President - Operations.
Sheila M. Tilson Vice President - Operations and Assistant Secretary.
John N. Brincat, Jr. Vice President - Operations.
Michael Caul Vice President - Operations.
David Joseph Peters Vice President - Operations.
Charles H. Lam Vice President - Operations.
Allan Green Vice President - Portfolio Management.
Upon the effectiveness of the Plan of Reorganization, it is expected
that the composition of the directors and executive officers of the Company will
be as follows:
NAME OFFICE
Edward G. Harshfield President, Chairman and Chief Executive Officer and
Director
Thomas L. Gooding Director
Andrew C. Halvorsen Director
Michael A. Kramer Director
Martin L. Solomon Director
Robert Stucker Director
George R. Zoffinger Director
Jeffrey Weeden Executive Vice President and Chief Financial Officer
Mark Dapier Executive Vice President, General Counsel and Secretary
5. PRINCIPAL OWNERS OF VOTING SECURITIES. Furnish the following
information as to each person owning 10 percent or more of the voting securities
of the applicant.
As of December 31, 1998, based on information and reports filed with
the Securities and Exchange Commission, there were not any persons or entities
known by the Company to be the beneficial owners of more than five percent of
the Company's voting securities.
As of the Effective Date, all of the Company's current common stock and
options to purchase common stock will be canceled. Pursuant to the Plan of
Reorganization, as of the Effective Date, (a) 9,500,000 shares of New Common
Stock of the Company will be issued to holders of Senior Debt Claims (as defined
in the Plan of Reorganization) pro rata, based upon each creditor's percentage
of the Senior Debt Claims, and (b) the stockholders of the Company will be
entitled to receive 500,000 shares of New Common Stock, pro rata, based upon
their respective ownership of Old Common Stock, and Warrants to purchase up to
1,740,000 shares of the New Common Stock of the Company. Accordingly, as of the
Effective Date, based upon the holders of the Senior Debt Claims on July 1,
1998, the following table sets forth certain creditors of the Company, including
their respective percentage ownership of voting securities of the Company, who
may be deemed to be affiliates of the Company after the effective date of the
Plan of Reorganization due to their ownership of more than 10% of the New Common
Stock.
NAME AND ADDRESS AMOUNT OWNED PERCENTAGE OF VOTING
SECURITIES OWNED
Franklin Mutual Series 1,632,000 19.2%
51 John F. Kennedy Parkway
Short Hills, New Jersey 07075
Goldman, Sachs & Co. 1,606,500 18.9%
85 Broad Street
New York, New York 10004
Silver Oak Capital, L.L.C. 935,000 11.0%
c/o Angelo, Gordon & Co. L.P.
245 Park Avenue, 26th Floor
New York, New York 10167
Principal Life Insurance Co. 875,500 10.3%
711 High Street
Des Moines, Iowa 50392
UNDERWRITERS
6. UNDERWRITERS. Give the name and complete mailing address of (a) each
person who, within three years prior to the date of filing the application,
acted as an underwriter of any securities of the applicant which were
outstanding on the date of filing the application, and (b) each proposed
principal underwriter of the securities proposed to be offered. As to each
person specified in (a), give the title of each class of securities
underwritten.
(a) None.
(b) The New Common Stock, Warrants, New Senior Subordinated
Notes and the New Senior Notes proposed to be offered will be exchanged with
certain holders of claims against the Company, as set forth in the Plan, without
the assistance of any underwriter.
CAPITAL SECURITIES
7. CAPITALIZATION. (a) Furnish the following information as to each
authorized class of securities of the applicant.
As of December 31, 1998:
TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING
Common Stock, par value $.01 per share.....300,000,000 177,900,671
- -------------------
(1) Does not include options to purchase shares of Common Stock at various
exercise prices which are currently outstanding. All outstanding options
will be cancelled as of the Effective Date.
As of the Effective Date of the Plan of Reorganization:
TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING
Common Stock, par value $.01 per share (1)...50,000,000 10,000,000
Preferred Stock, no par value................10,000,000 -
Senior Secured Notes due 2001,
Series A and Series B....................$430,000,000(2) $430,000,000(2)
9% Senior Subordinated Notes due 2002.......$22,500,000 $22,500,000
- -------------------
(1) Does not include three series of warrants to purchase an aggregate of
1,740,000 shares of New Common Stock (580,000 for each series) that were
issued pursuant to the Plan of Reorganization. The Series A, Series B and
Series C Warrants shall be exercisable for $15.34, $21.81, $28.27 per
share, respectively, on the Effective Date, and shall expire on the
third, fourth and fifth anniversary of the Effective Date, respectively.
(2) Reflects the Company's estimate of the amount of Senior Notes to be issued.
(b) Give a brief outline of the voting rights of each class of voting
securities referred to in paragraph (a) above.
Each outstanding share of the Company's existing Common Stock and the
New Common Stock has or will have, as applicable, one vote with respect to all
matters subject to common stockholder vote. The other securities are not voting
securities.
Holders of the New Senior Subordinated Notes and New Senior Notes do
not have any voting rights by reason of ownership of those securities.
8. ANALYSIS OF INDENTURE PROVISIONS. Insert at this point the analysis
of indenture provisions required under section 305(a)(2) of the Act.
The New Senior Subordinated Notes will be issued pursuant an Indenture
between the Company and Norwest Bank Minnesota, National Association, as trustee
(the "Subordinated Note Indenture"), a copy of which (including relevant
supplemental indentures thereto) is attached hereto as Exhibits T3C1 and T3C2.
Capitalized terms used in this Section 8 which are not otherwise defined below
or elsewhere in the Application have the respective meanings assigned to them in
the Subordinated Note Indenture. Section references used in this Section 8
shall, unless otherwise specified or the context otherwise requires, be
references to the corresponding sections of the Subordinated Note Indenture. The
following summary of certain provisions of the Subordinated Note Indenture does
not purport to be complete and is subject to, and is qualified in its entirety,
by reference to all of the provisions of the Subordinated Note Indenture.
(A) Events of Default and Notice of Default.
The following are Events of Default under the Subordinated Note
Indenture:
(i) failure by the Company to pay interest on the New Senior
Subordinated Notes for 30 days after becoming due;
(ii) failure by the Company to pay the principal of or premium
(if any) on the New Senior Subordinated Notes, whether at maturity or
upon redemption, repurchase or otherwise;
(iii) failure by the Company to comply with any of its
covenants or the breach by the Company of any of its covenants or
warranties under the Subordinated Note Indenture (other than a breach
of a covenant or warranty which is specifically provided for elsewhere
in this section (A)) for 30 days after written notice specifying the
failure and that the same is a Default shall have been given to the
Company by the Trustee or to the Company and the Trustee by the Holders
of 25% in principal amount of the New Senior Subordinated Notes
outstanding;
(iv) default or defaults, including a payment default (after
giving effect to all applicable grace periods), under any evidence of
Indebtedness under which the Company or any of its Subsidiaries has an
aggregate principal amount of Indebtedness in excess of $25 million and
either (A) such Indebtedness is already due and payable in full or (B)
such default or defaults have resulted in the acceleration of the
maturity of such Indebtedness. Subject to Sections 11.01 and 8.08 of
the Subordinated Note Indenture, the Trustee will not be deemed to have
knowledge of such default unless either (1) a Responsible Officer of
the Trustee has actual knowledge of the default or (2) the Trustee has
received written notice thereof from the Company, from any Holder, from
the holder of any such Indebtedness or from the trustee under the
agreement or instrument relating to such Indebtedness;
(v) any judgment or order for the payment of money is entered
against the Company or any Subsidiary for $25 million or more (in
excess of insured amounts) either individually or in the aggregate for
all such judgments or orders against all such Persons and remains
undischarged, unstayed or otherwise unsatisfied for 60 days;
(vi) a court of competent jurisdiction enters a judgment,
decree or order under any state or federal insolvency, bankruptcy,
reorganization or other similar law that is for relief against the
Company or any Subsidiary of the Company, in an involuntary case or
proceeding, or enters a decree or order:
(a) adjudging the Company or any Subsidiary a bankrupt or
insolvent,
(b) approving a petition seeking reorganization,
arrangement, adjustment or composition in respect of
the Company or any Subsidiary of the Company,
(c) appointing a Custodian or other similar official for
the Company or any Subsidiary of the Company or for
all or substantially all of the property of any of
them, or
(d) ordering the winding-up or liquidation of the Company
or any Subsidiary of the Company,
and in each case the judgment, order or decree remains unstayed and in
effect for 60 days;
(vii) the Company or any of its Subsidiaries pursuant to or
within the meaning of any state or federal insolvency, bankruptcy,
reorganization or other similar law:
(a) commences a voluntary case or proceeding,
(b) consents to the entry of a judgment, decree or order
for relief against it in an involuntary case or
proceeding,
(c) consents to the institution of a bankruptcy or an
insolvency proceeding against it,
(d) files a petition or answer or consent seeking
reorganization or relief with respect to the Company
under any applicable law,
(e) consents to the appointment of, or taking possession
by, a Custodian or other similar official of it or
any subsidiary for all or substantially all of its
property,
(f) makes an assignment for the benefit of its creditors,
(g) generally is not able to pay its debts as they become
due, or
(h) takes any corporate action to authorize or effect any
of the foregoing; or
(viii) notwithstanding anything in Section 8.01 of the
Subordinated Note Indenture to the contrary, if the Company defaults in
the performance of or breaches any covenant in Article III of the First
Supplemental Indenture to the Subordinated Note Indenture, other than
Section 3.8 of the First Supplemental Indenture or Section 6.05 of the
Subordinated Note Indenture, an Event of Default will immediately
occur, without giving effect to the passage of time, notice, or both.
If a Default or an Event of Default occurs and is continuing
and if it is actually known to the Trustee, the Trustee shall mail to
Holders a notice of the Default or Event of Default within 90 days
after it occurs, as provided in the Trust Indenture Act. In the case of
any Default of the character specified in Section clause (iii) of this
Section 8(A), no such notice to Holders will be given until at least 30
days after the Default occurs. The Company will notify the Trustee of
any uncured Event of Default within 10 days after any Responsible
Officer of the Company becomes aware of or receives actual notice of
the Event of Default.
(B) Authentication and Delivery of the New Senior Subordinated Notes
and the Application of Proceeds Thereof.
A New Senior Subordinated Note shall not be valid until authenticated
by the manual signature of the Trustee. The signature shall be conclusive
evidence that the New Senior Subordinated Note has been authenticated and
delivered under the Subordinated Note Indenture. The Trustee may appoint an
authenticating agent acceptable to the Company to authenticate the New Senior
Subordinated Notes. An authenticating agent may authenticate the New Senior
Subordinated Notes whenever the Trustee may do so. Each reference in the
Subordinated Note Indenture to authentication by the Trustee includes
authentication by such agent. Notwithstanding the foregoing, if any New Senior
Subordinated Note has been authenticated and delivered but never issued and sold
by the Company, and the Company shall deliver the New Senior Subordinated Note
to the Trustee for cancellation, such New Senior Subordinated Note will be
deemed never to have been authenticated and delivered and will not be entitled
to the benefits of the Subordinated Note Indenture.
There will be no proceeds from the issuance of the New Senior
Subordinated Notes because the New Senior Subordinated Notes will be issued as
part of an exchange for the cancellation of the Company's Senior Debt Claims (as
defined in the Plan of Reorganization).
(C) Release of Property Subject to the Lien of the Subordinated Note
Indenture.
The Company's obligations under the New Senior Subordinated Notes
issued under the Subordinated Note Indenture are not secured by liens and
security interests on the assets of the Company or its Subsidiaries. The New
Senior Subordinated Notes are subject to subordination in favor of the Working
Capital Facility.
(D) Satisfaction and Discharge.
The obligations of the Company under the New Senior Subordinated Notes
and the Subordinated Note Indenture will terminate (except for certain
obligations of the Company to indemnify the Trustee and the Authenticating Agent
under certain circumstances, and certain obligations with respect to unclaimed
funds) when (i) all outstanding New Senior Subordinated Notes theretofore
authenticated and delivered (other than New Senior Subordinated Notes which have
been destroyed, lost or stolen and which have been replaced or paid as provided
in Section 2.07 of the Subordinated Note Indenture) have been delivered to the
Trustee for cancellation, (ii) the Company has paid or caused to be paid all
other sums payable by it, and (iii) the Company has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent specified by the Subordinated Note Indenture relating to
the satisfaction and discharge of the Subordinated Note Indenture have been
complied with.
(E) Evidence as to Compliance with Conditions and Covenants.
The Company is required to furnish the Trustee, within 120 days after
the end of each fiscal year of the Company, an Officers' Certificate complying
with Section 314(a)(4) of the Trust Indenture Act and stating whether or not the
signers know of any Default that occurred during such fiscal year. If they do,
the Officers' Certificate shall describe the Default and its status. Such
compliance shall be determined without regard to periods of grace or notice
requirements.
The Company is also required to deliver to the Trustee an Officers'
Certificate promptly upon becoming aware of any Event of Default or a Default
which could result in an Event of Default described in clause (vi) or clause
(vii) of Section (A) above and which Officer's Certificate will specify such
Default or Event of Default.
9. OTHER OBLIGORS. Give the name and complete mailing address of any
person, other than the applicant, who is an obligor upon the indenture
securities.
None.
CONTENTS OF APPLICATION FOR QUALIFICATION. This application for
qualification comprises:
(a) Pursuant to Rule 309(a) of Regulation S-T, requirements as to
sequential numbering shall not apply to this electronic format document.
(b) The statement of eligibility and qualification of each trustee
under the indenture or to be qualified (previously filed).
(c) The following exhibits in addition to those filed as a part of the
statement of eligibility and qualification of each trustee.
Exhibit T3A. Certificate of Incorporation of the Company,
incorporated by reference to Exhibit 3A to the
Company's Annual Report on Form 10-K for the year
ended December 31, 1996 (Sec File No. 0-10176). The
Certificate of Incorporation will be amended and
restated in connection with the Plan of
Reorganization. The form of Amended and Restated
Certificate of Incorporation of the Company is
attached as Exhibit I to the Disclosure Statement.
Exhibit T3B. By-Laws of the Company, incorporated by
reference to Exhibit 3B to the Company's Form 10
filed February 1, 1989 (Sec File No. 0-10176). The
By-Laws will be amended and restated in connection
with the Plan of Reorganization. The form of Restated
By-Laws of the Company is attached as Exhibit I to
the Disclosure Statement.
Exhibit T3C1(1) Form of the New Subordinated Note Indenture
between the Company and Norwest Bank Minnesota,
National Association, as trustee.
Exhibit T3C2(2) Form of Supplemental Subordinated Indenture
with respect to the New Subordinated Notes between
the Company and Norwest Bank Minnesota, National
Association, as trustee.
Exhibit T3D. Not applicable.
Exhibit T3E1(3) Order Governing Plan Confirmation Hearing of
Mercury Finance Company.
Exhibit T3E2(3) Notice of Last Date for Filing of Proofs of Claim
Against Mercury Finance Company and Procedure
Therefor.
Exhibit T3E3(3) Proof of Claim Form.
Exhibit T3E4(3) Notice of Hearing to Consider Confirmation of Mercury
Finance Company's Second Amended Plan of
Reorganization and Deadline for Filing Objections.
Exhibit T3E5(3) Second Amended Disclosure Statement with respect to
the Plan of Reorganization dated as of December 30,
1998 (the "Disclosure Statement"). The Exhibits to
the Disclosure Statement are filed as separate
Exhibits to this Form T-3.
Exhibit T3E6(3) Mercury Finance Company Second Amended Plan of
Reorganization dated as of December 30, 1998 (Exhibit
A to the Disclosure Statement).
Exhibit T3E7(4) Form of the Supplemental New Senior Note Indenture
between the Company and Norwest Bank Minnesota,
National Association, as trustee (Exhibit B to the
Disclosure Statement).
Exhibit T3E8(5) Form of the New Senior Note Indenture between the
Company and Norwest Bank Minnesota, National
Association, as trustee (Exhibit C to the Disclosure
Statement).
Exhibit T3E9(3) Form of Collateral Documents for the New Senior Notes
(Exhibit D to the Disclosure Statement).
Exhibit T3E10(3) Form of Supplemental Subordinated Note Indenture
between the Company and Norwest Bank Minnesota,
National Association, as trustee (Exhibit E to the
Disclosure Statement). See Exhibit T3C2 above.
Exhibit T3E11(3) Form of the Subordinated Note Indenture between the
Company and Norwest Bank Minnesota, National
Association, as trustee (Exhibit F to the Disclosure
Statement). See Exhibit T3C1 above.
Exhibit T3E12(3) Form of Registration Rights Agreement among the
Company and the persons identified on Schedule 1
therein (Exhibit G to the Disclosure Statement).
Exhibit T3E13(3) Form of Warrant Agreement between the Company and
Harris Trust and Savings Bank, as trustee (Exhibit H
to the Disclosure Statement).
Exhibit T3E14(3) Form of the Charter and Bylaws of the Company upon
the effectiveness of the Plan of Reorganization
(Exhibit I to the Disclosure Statement).
Exhibit T3E15. [Intentionally Omitted]
Exhibit T3E16(3) Fairness Opinion of Investment Bank (Exhibit K to the
Disclosure Statement).
Exhibit T3E17. Agreement dated May 14, 1998 among the Company and
certain creditors of the Company (Exhibit L to the
Disclosure Statement), incorporated by reference to
the Company's Form 8-K filed with the Securities and
Exchange Commission on May 15, 1998 (Sec File No.
0-10176).
Exhibit T3E18(3) Projected Financial Information of the Company
(Exhibit M to the Disclosure Statement).
Exhibit T3E19. The Company's Annual Report on Form 10-K for the year
ended December 31, 1997; the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31,
1998; the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1998 (Exhibit N to the
Disclosure Statement); and the Company's Quarterly
Report on form 10-Q for the quarter ended September
30, 1998, all incorporated herein by reference (Sec
File No. 0-10176).
Exhibit T3E20(3) Liquidation Analysis of the Company (Exhibit O to the
Disclosure Statement).
Exhibit T3E21(3) Forms of Ballots for accepting or rejecting the Plan
of Reorganization.
Exhibit T3E22(3) [Intentionally Omitted]
Exhibit T3E23(3) Exhibit Q to the Disclosure Statement (Certificate of
Incorporation and Bylaws of the Company).
Exhibit T3E24(3) Form of Indemnification Agreement for certain
officers and directors of the Company (Exhibit R to
the Disclosure Statement).
Exhibit T3E25(3) Monthly Operating Report of the Company (Exhibit S to
the Disclosure Statement).
Exhibit T3E26(3) Consulting Agreement dated November 5, 1998 between
the Company and Edward G. Harshfield. Form of
Employment Agreement between the Company and Edward
G. Harshfield to be executed on the Effective Date.
Exhibit T3E27(3) Notice of Pendency of Class Action, Proposed Partial
Settlement of Class Action, and Settlement Hearing
regarding Minnesota State Board of Investment, Jay
Levin, et. al. vs. Mercury Finance Company (Civ. Act.
No. 97 C 3035); James Feree, on behalf of Himself and
All Others Similarly Situated vs. Mercury Finance
Company et al. (Civ. Can. No. 97 C 245); In re
Mercury Finance Company, Debtor (Case No. 98 C 8246),
Official Committee of Securities Claimants Appointed
in the Chapter 11 Case of Mercury Finance Company v.
Cerbeus Partners, L.P. (Adv. Pro No. 98 A 1580).
Exhibit T3E28(3) Class 7B Liquidating Trust Agreement.
Exhibit T3F. See Cross Reference Sheet showing the location in the
New Subordinated Note Indenture of the provisions
inserted therein pursuant to Section 310 through
318(a), inclusive, of the Trust Indenture Act of 1939
(included in Exhibit T3C1 above).
- --------------------------------------------------------------------------------
(1) Incorporated herein by reference to Exhibit T3E11 to Mercury Finance
Company's Form T-3 for the New Senior Notes (SEC File No. 22-22403), as
amended.
(2) Incorporated herein by reference to Exhibit T3E10 to Mercury Finance
Company's Form T-3 for the New Senior Notes (SEC File No. 22-22403), as
amended.
(3) Incorporated herein by reference to the corresponding exhibit to Mercury
Finance Company's Form T-3 for the New Senior Notes (SEC File No.
22-22403), as amended.
(4) Incorporated herein by reference to Exhibit T3C2 to Mercury Finance
Company's Form T-3 for the New Senior Notes (SEC File No. 22-22403), as
amended.
(5) Incorporated herein by reference to Exhibit T3C1 to Mercury Finance
Company's Form T-3 for the New Senior Notes (SEC File No. 22-22403), as
amended.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, Mercury Finance Company, a corporation organized and existing under the
laws of Delaware, has duly caused this amendment to be signed on its behalf by
the undersigned, thereunto duly authorized, and its seal to be hereunto affixed
and attested, all in the city of Chicago, and State of Illinois, on the 17th day
of March, 1999.
MERCURY FINANCE COMPANY
Attest: ______________ By: /s/ William Brandt, Jr.
President and Chief Executive Officer
Attest: ______________ By: /s/ Patrick O'Malley
Chief Accounting Officer
