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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report: September 22, 1995
THE FINOVA GROUP INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-1101 86-0695381
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
1850 North Central Avenue
P.O. Box 2209
Phoenix, Arizona
(Address of Principal Executive Offices)
85002-2209
(Zip Code)
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ITEM 5. OTHER EVENTS
Effective September 14, 1995, the Board of Directors of The
FINOVA Group Inc. (the "Company"), amended and restated the Company's existing
Rights Agreement (the "Agreement") between the Company and Bank One, Arizona,
NA, as Rights Agent (the "Rights Agent"). The amendments were adopted to
update the Agreement to reflect an increase of the Purchase Price for the
Preferred Stock (defined below) due to the increase in the market price of the
Company's Common Shares (defined below) and to reflect current market
practices. The more significant amendments to the Agreement are described
below. The amended and restated Agreement sets forth the description and terms
of the Rights (the "Rights") held by the holders of the Company's common stock,
par value $.01 per share (the "Common Shares"), to purchase Series A Junior
Participating Preferred Stock (the "Preferred Stock").
Section 1(c) of the Agreement was amended to provide that a
Person engaged in business as an underwriter of securities will not be
considered a beneficial owner of any securities acquired through such Person's
good faith participation in a firm commitment underwriting until the expiration
of 40 days after the date of such acquisition.
Section 7(b) of the Agreement was amended to provide that the
Purchase Price for each one one-hundredth of a Preferred Stock purchasable
pursuant to the exercise of a Right shall initially be $135.00.
Section 11(a)(ii) was amended to provide that no adjustment in
the Purchase Price will be made for a person becoming an Acquiring Person if
the event causing such Person to become an Acquiring Person is an acquisition
of Common Shares pursuant to a tender or exchange offer for all outstanding
Common Shares at a price and on terms determined by at least a majority of the
independent members of the Board of Directors, after receiving advice from one
or more investment banking firms, to be (A) at a price which is fair to
stockholders, taking all relevant factors into account and (B) otherwise in the
best interests of the Company and its stockholders.
Section 13(b) was amended to provide that holders of Rights
will not have the right to purchase Common Shares of a Person that merges or
consolidates with the Company if (i) such transaction is consummated with a
Person or Persons who acquired Common Shares pursuant to a tender offer or
exchange offer for
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all outstanding Common Shares which complies with the provisions of Section
11(a)(ii) hereof (or a wholly-owned subsidiary of any such Person or Persons),
(ii) the price per Common Share offered in such transaction is not less than
the price per Common Share paid to all holders of Common Shares whose shares
were purchased pursuant to such tender offer or exchange offer, and (iii) the
form of consideration being offered to the remaining holders of Common Shares
pursuant to such transaction is the same as the form of consideration paid
pursuant to such tender offer or exchange offer. Upon consummation of any such
transaction, all the Rights shall expire.
Section 23(a) of the Agreement was amended to provide that the
Company may, at its option, redeem the Rights at any time prior to the earlier
of (i) the close of business on the fifteenth day following the Shares
Acquisition Date or (ii) the Final Expiration Date. The Company, may at its
option, pay the Redemption Price in cash, Common Shares (based on the current
per share market price of the Common Shares at the time of redemption) or any
other form of consideration deemed appropriate by the Board of Directors.
Notwithstanding anything in the Agreement to the contrary, the Rights shall not
be exercisable after a person becomes an Acquiring Person until they are no
longer redeemable under Section 23(a).
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
Exhibits:
4.1 Rights Agreement, dated as of February 15, 1992, as amended and
restated as of September 14, 1995, between The FINOVA Group Inc. and
Bank One, Arizona, NA, as Rights Agent, incorporated by reference from
Exhibit 4.1 from the Company's Form 8-A/A dated September 22, 1995.
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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.
THE FINOVA GROUP INC.
By: /s/ William J. Hallinan
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Name: William J. Hallinan
Title: Senior Vice President -
General Counsel and
Secretary
Date: September 22, 1995
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
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<S> <C>
4.1 Rights Agreement, dated as of February 15, 1992, as amended and
restated as of September 14, 1995, between The FINOVA Group
Inc. and Bank One, Arizona, NA, as Rights Agent, incorporated
by reference from Exhibit 4.1 from the Company's Form 8-A/A
dated September 22, 1995.
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