As filed with the Securities and Exchange Commission on January 30, 1998
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
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E. W. BLANCH HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 41-1741779
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3500 West 80th Street
Minneapolis, Minnesota 55431
(Address of principal executive offices) (Zip Code)
NON-EMPLOYEE DIRECTORS' STOCK PLAN
DIRECTORS' STOCK OPTION PLAN
EXECUTIVE RESTRICTED STOCK INCENTIVE PLAN
1997 STOCK INCENTIVE PLAN
RETIREMENT PLAN
(Full title of the plans)
Daniel P. O'Keefe
Senior Vice President, General Counsel and Corporate Secretary
E. W. BLANCH HOLDINGS, INC.
3500 West 80th Street
Minneapolis, Minnesota 55431
(Name and address of agent for service)
(612) 835-3310
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount to offering aggregate Amount of
to be be price per offering registration
registered (1) Registered share(2) price(2) fee
- --------------------------------------------------------------------------------
Common Stock
($.01 par value) 1,325,000 $33.91 $44,930,750.00 $ 13,254.57
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(1) This Registration Statement also relates to the Rights to purchase
fractional shares of Preferred Stock of the Registrant which are
attached to all shares of Common Stock outstanding as of, and issued
subsequent to, January 24, 1997 pursuant to the terms of the
Registrant's Rights Agreement, dated as of January 24, 1997. Until the
occurrence of certain prescribed events, the Rights are not
exercisable, are evidenced by the certificates of Common Stock and will
be transferred with and only with such Common Stock.
Pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests
in the Executive Restricted Stock Incentive Plan and the Retirement
Plan and sold pursuant to such plans.
This Registration Statement does not include shares of Common Stock
issuable under the Executive Restricted Stock Incentive Plan or the
Retirement Plan which have been previously registered with the
Commission (Registration Nos. 333-40441 and 33-62336, respectively).
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h)(1) and (c), based upon the average of the
high and low prices of the Common Stock as reported on the New York
Stock Exchange on January 26, 1998.
<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by E. W. Blanch
Holdings, Inc. (the "Company") with the Securities and Exchange Commission, are
incorporated by reference in this Registration Statement, as of their respective
dates:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ending March 31, 1997, June 30, 1997 and September 30, 1997;
(c) The Company's Current Report on Form 8-K filed February 7, 1997;
(d) The description of the Company's Common Stock contained in Item 1
of the Registration Statement on Form 8-A dated March 5, 1993, and any
amendment or report filed for the purpose of updating such description
filed subsequent to the date of this Registration Statement on Form S-8
and prior to the termination of the offering described herein.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") subsequent to the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities remaining unsold shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
dates of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES.
The description of the Company's Common Stock to be offered pursuant to
this Registration Statement has been incorporated by reference into this
Registration Statement as described in Item 3 of this Part II.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law contains detailed
provisions for indemnification of directors and officers of Delaware
corporations against expenses, judgments, fines and settlements in connection
with litigation.
Article Thirteenth of the Company's Restated Certificate of
Incorporation provides that, to the extent permitted by the Delaware General
Corporation Law, the Company shall indemnify any person made a party to any
action, suit or proceeding by reason of the fact that he or she is or was a
director, officer, employee or agent of the Company. Article Thirteenth further
provides that a director shall not be personally liable to the Company or its
stockholders for monetary damages for a breach of fiduciary duty as a director,
except for liability (a) for any breach of the director's duty
<PAGE>
of loyalty to the Company or its stockholders, (b) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (c) under the Delaware statutory provision making directors liable for
unlawful dividends or unlawful stock repurchases or redemptions or (d) for any
transaction from which the director derived an improper personal benefit.
A provision regarding indemnification of officers and directors of the
Company to the extent permitted by Section 145 of the Delaware General
Corporation Law is contained in the Company's Bylaws.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
No securities are to be reoffered or resold pursuant to this
Registration Statement.
Item 8. EXHIBITS.
4.1 Restated Certificate of Incorporation (incorporated by
reference to Exhibit 3.1 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1996)
4.2 Bylaws (incorporated by reference to Exhibit 3.2 to the
Company's Registration Statement on Form S-1, Registration No.
33-59198)
5.1 Opinion and Consent of Dorsey & Whitney LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)
24.1 Power of Attorney
The Company has submitted or will submit the Retirement Plan and any
amendments thereto to the Internal Revenue Service ("IRS") in a timely manner
and has made or will make all changes required by the IRS in order to qualify
the Retirement Plan under Section 401 of the Internal Revenue Code.
Item 9. Undertakings.
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities
<PAGE>
offered (if the total dollar value of securities
would not exceed that which was registered) and any
deviation from the low or high end of the estimated
maximum offering range may be reflected in the form
of prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration
Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
provided, however, that paragraphs A(1)(i) and A(1)(ii) above will not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or other
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota, on the 28th day of
January, 1998.
E. W. Blanch Holdings, Inc.
By /s/ Daniel P. O'Keefe
-----------------------------------
Daniel P. O'Keefe
Senior Vice President, General Counsel
and Corporate Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on the 28th day of January, 1998, by the
following persons in the capacities indicated.
Signature Title
--------- -----
* Chairman of the Board, Chief Executive
- -------------------------- Officer and Director
Edgar W. Blanch, Jr.
* President, Chief Operating Officer
- -------------------------- and Director
Chris L. Walker
* Executive Vice President and Chief
- -------------------------- Financial Officer
Ian D. Packer
* Executive Vice President and Director
- --------------------------
Frank S. Wilkinson, Jr.
* Director
- --------------------------
James N. Land, Jr.
* Director
- --------------------------
Steven G. Rothmeier
* Director
- --------------------------
Paul B. Ingrey
* Director
- --------------------------
William B. Madden
* Director
- --------------------------
Joseph D. Sargent
*By /s/ Daniel P. O'Keefe
----------------------
Daniel P. O'Keefe
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit Page
- ------- ----
4.1 Restated Certificate of Incorporation Previously Filed
4.2 Bylaws Previously Filed
5.1 Opinion and Consent of Dorsey & Whitney LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)
24.1 Power of Attorney
EXHIBIT 5.1
[Dorsey & Whitney LLP Letterhead]
E. W. Blanch Holdings, Inc.
3500 West 80th Street
Minneapolis, Minnesota 55431
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to E. W. Blanch Holdings, Inc., a Delaware
corporation (the "Company"), in connection with the registration on Form S-8
Registration Statement of up to 1,325,000 shares (the "Shares") of common stock,
par value $.01 per share, of the Company issuable under the Company's
Non-Employee Directors' Stock Plan, the Directors' Stock Option Plan and the
1997 Stock Incentive Plan and an indeterminate number of interests in the
Company's Executive Restricted Stock Incentive Plan and the Retirement Plan (all
such plans being hereinafter collectively referred to as the "Plans").
We have examined such documents and have reviewed such questions of law
as we have considered necessary and appropriate for the purposes of our opinions
set forth below.
In rendering our opinions set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to us as copies. We have also assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all parties
to agreements or instruments relevant hereto other than the Company, that such
parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. As to questions of fact material to our opinions, we have relied
upon certificates of officers of the Company and of public officials.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, upon issuance, delivery and payment therefor in accordance
with the terms of the Plans, and any relevant agreements thereunder, will be
validly issued, fully paid and nonassessable.
Our opinions expressed above are limited to the laws of the State of
Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
registration statement on Form S-8 of the Company relating to the Plans.
Dated: January 29, 1998 Very truly yours,
GLT /s/ DORSEY & WHITNEY LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Non- Employee Directors' Stock Plan, the Directors' Stock
Option Plan, the Executive Restricted Stock Incentive Plan, the 1997 Stock
Incentive Plan and the Retirement Plan of E. W. Blanch Holdings, Inc. of our
report dated January 24, 1997 except for Note 15, as to which the date is
February 21, 1997, with respect to the consolidated financial statements of E.
W. Blanch Holdings, Inc. included in its Annual Report (Form 10-K) for the year
ended December 31, 1996, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Minneapolis, Minnesota
January 19, 1998
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Edgar W. Blanch, Jr. and Daniel P.
O'Keefe (each with full power to act alone), his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 and any or all
amendments (including post-effective amendments) thereto, with respect to the
Non-Employee Directors' Stock Plan, the Directors' Stock Option Plan, the
Executive Restricted Stock Incentive Plan, the 1997 Stock Incentive Plan and the
Retirement Plan, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their or his substitutes, may
lawfully do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Edward W. Blanch, Jr. Chairman of the Board, Chief January 22, 1998
- --------------------------- Executive Officer and Director
Edgar W. Blanch, Jr.
/s/ Chris L. Walker President, Chief Operating Officer January 22, 1998
- --------------------------- and Director
Chris L. Walker
/s/ Ian D. Packer Executive Vice President and January 22, 1998
- --------------------------- Chief Financial Officer
Ian D. Packer
/s/ Frank S. Wilkinson, Jr. Executive Vice President and January 22, 1998
- --------------------------- Director
Frank S. Wilkinson, Jr.
/s/ James N. Land, Jr. Director January 22, 1998
- ---------------------------
James N. Land, Jr.
/s/ Steven G. Rothmeier Director January 22, 1998
- ---------------------------
Steven G. Rothmeier
/s/ Paul B. Ingrey Director January 22, 1998
- ---------------------------
Paul B. Ingrey
/s/ William B. Madden Director January 22, 1998
- ---------------------------
William B. Madden
/s/ Joseph D. Sargent Director January 22, 1998
- ---------------------------
Joseph D. Sargent
</TABLE>
