FINOVA GROUP INC
8-K, 1995-12-01
SHORT-TERM BUSINESS CREDIT INSTITUTIONS
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                       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):             November 30, 1995
- --------------------------------------------------------------------------------



                             THE FINOVA GROUP INC.
             (Exact name of registrant as specified in its charter)



         DELAWARE                   1-11011                           86-0695381
- --------------------------------------------------------------------------------
(State or Other Jurisdiction      (Commission                   (I.R.S. Employer
      of Incorporation)         File Number)                 Identification No.)



1850 NORTH CENTRAL AVENUE, P. O. BOX 2209, PHOENIX, ARIZONA           85004-2209
- --------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)



Registrant's telephone number, including area code:                 602/207-6900
                                                    ----------------------------
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Item 5.  Other Events.

         On November 8, 1995, the Board of Directors of The FINOVA Group Inc.
(the "Company") accepted the resignation of Bank One, Arizona, NA, (formerly
The Valley National Bank of Arizona, NA) as its Rights Agent pursuant to the
Rights Agreement between the Company and Bank One Arizona, NA, dated as of
February 15, 1992, as amended (the "Agreement"). The resignation is effective
November 30, 1995.

         The Company has appointed Harris Trust and Savings Bank as the
successor Rights Agent on the same terms and conditions as set forth in the
Rights Agreement, effective December 1, 1995.  Harris Trust and Savings Bank
also serves as the Company's transfer agent for its common stock.

Item 7.  Financial Statements and Exhibits.

         (c)     Exhibits

<TABLE>
<CAPTION>
                 Exhibits                                 Title
                 --------     --------------------------------------------------------------
                 <S>          <C>

                    4         Letter of Appointment as Rights Agent dated November 15, 1995,
                              accepted by Harris Trust and Savings Bank.
</TABLE>





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<PAGE>   3
                                   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 thereunto duly authorized.




                             THE FINOVA GROUP INC.

                                  (Registrant)



Dated:  November 30, 1995  By              /s/  Bruno A. Marszowski
                              ---------------------------------------------
                               Bruno A. Marszowski, Senior Vice President,
                               Chief Financial Officer and Controller
                               Principal Financial Officer/Authorized Officer





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<PAGE>   1
                                   EXHIBIT 4


                                                 November 15, 1995 


Harris Trust and Savings Bank
P. O. Box 755
Chicago, IL  60690

         Re:     Rights Agreement,  dated as of February 15, 1992, as amended
                 and restated as of September 14, 1995 ("Rights Agreement"),
                 between The FINOVA Group Inc. and Bank One, Arizona, NA

Ladies and Gentlemen:

         Pursuant to Section 21 of the Rights Agreement, The FINOVA Group Inc.
hereby appoints Harris Trust and Savings Bank ("Harris") as successor Rights
Agent, effective December 1, 1995.  Harris, by signing the enclosed copy of
this letter and returning the same to me, hereby accepts such appointment on
the terms and conditions contained in the Rights Agreement.

         A copy of the Rights Agreement, together with a certified copy of the
resolutions of the company's Board of Directors approving the change of Rights
Agent, has been provided to Harris with this appointment letter.

                                        Very truly yours,

                                        /s/ W.J. Hallinan

                                        W. J. Hallinan
                                        Senior Vice President-General Counsel
                                        and Secretary

ACCEPTED AND AGREED TO
HARRIS TRUST AND SAVINGS BANK

By:  /s/ Susan M. Shadel
    ----------------------------

Its:  Trust Officer
     -----------------------------

Date:  November 16, 1995
      ---------------------------




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