As filed with the Securities and Exchange Commission on November 9, 1998
Registration No. 333-40441
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
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.)
500 North Akard, Suite 4500
Dallas, Texas 75201
(Address of principal executive offices) (Zip Code)
1993 STOCK INCENTIVE PLAN
of E. W. BLANCH HOLDINGS, INC.
(Full title of the plan)
Daniel P. O'Keefe
Senior Vice President, General Counsel and Corporate Secretary
E. W. BLANCH HOLDINGS, INC.
500 North Akard, Suite 4500
Dallas, Texas 75201
(Name and address of agent for service)
(214) 756-7000
(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
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Common Stock
($.01 par value) 2,000,000 $39.59 $79,187,500 $22,014.13
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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.
(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 November 3, 1998.
<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Additional Shares; Incorporation by Reference. This Registration
Statement is executed solely for the purpose of registering 2,000,000 additional
shares of Common Stock of E. W. Blanch Holdings, Inc. (the "Company") to be
offered pursuant to the terms of the Company's 1993 Stock Incentive Plan. The
Company's previous Registration Statement on Form S-8, filed on November 18,
1997 (File No. 333-40441), is effective, relates to the Company's 1993 Stock
Incentive Plan and, pursuant to General Instruction E, is hereby incorporated by
reference.
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 (incorporated by reference to Exhibit 24.1 to
the Company's Registration Statement on Form S-8 (File No.
333-40441).
II-1
<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 Dallas, State of Texas, on this 9th day of November,
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 this 9th day of November, 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
- - -----------------------------------
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 (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 Counsel
23.1 Consent of Ernst & Young LLP
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney (incorporated by reference to Exhibit 24.1
to the Company's Registration Statement on Form S-8 (File
No. 333-40441)
EXHIBIT 5.1
[Dorsey & Whitney LLP Letterhead]
E. W. Blanch Holdings, Inc.
500 North Akard, Suite 4500
Dallas, Texas 75201
Re: Post-Effective Amendment No. 1 to 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 preparation for filing with
the Securities and Exchange Commission Post-Effective Amendment No. 1 to Form
S-8 relating to the registration of an additional 2,000,000 shares (the
"Shares") of common stock, par value $.01 per share, of the Company issuable
under the 1993 Stock Incentive Plan of E. W. Blanch Holdings, Inc. (the "Plan").
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 Plan, 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 Shares.
Dated: November 9, 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 1993 Stock Incentive Plan of E. W. Blanch Holdings, Inc.
of our report dated January 15, 1998 with respect to the consolidated financial
statements of E. W. Blanch Holdings, Inc. incorporated by reference in its
Annual Report (Form 10-K) for the year ended December 31, 1997, filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Dallas, Texas
November 9, 1998
