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): October 16, 1998
E. W. BLANCH HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-11794 41-1741779
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
500 North Akard, Suite 4500 Dallas, Texas 75201
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 756-7000
Not Applicable
(Former name or former address, if changed since last report.)
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Item 5. Other Events.
As of October 16, 1998, E.W. Blanch Holdings, Inc. (the "Company")
executed Amendment No. 1 (the "Rights Amendment") to the Rights Agreement dated
as of January 24, 1997 between the Company and Norwest Bank Minnesota, National
Association, as Rights Agent (as amended, the "Rights Agreement"). The Rights
Amendment modifies the requirement that a majority of the Continuing Directors
(as hereinafter defined) approve (i) the redemption of the Rights (as
hereinafter defined), (ii) the exchange of the Rights after any Person becomes
an Acquiring Person (as hereinafter defined) for Common Shares (as hereinafter
defined) and (iii) an amendment or supplement to the Rights Agreement. The
Rights Agreement, as amended, requires the approval of a majority of the Board
of Directors of the Company to effect the aforementioned actions. As used
herein, the term "Continuing Director" means a member of the Board of Directors
of the Company who was a member of the Board on January 23, 1997, or who
subsequently became or becomes a member of the Board of Directors of the Company
with the recommendation or approval of a majority of the Continuing Directors.
Continuing Directors do not include any Acquiring Person or affiliate or
associate of an Acquiring Person. A summary of the Rights and the Rights
Agreement, as amended, follows.
On January 23, 1997, the Board of Directors of E. W. Blanch Holdings,
Inc. (the "Company"), declared a dividend of one preferred share purchase right
(a "Right") per share for each outstanding share of Common Stock, par value $.01
(the "Common Shares"), of the Company. The dividend was payable on February 7,
1997 (the "Record Date") to shareholders of record on that date.
Each Right entitles the registered holder to purchase from the Company
one one-hundredth of a share of Series A Junior Participating Preferred Stock,
par value $.01 (the "Preferred Shares"), of the Company at a price of $100.00
per one-hundredth of a Preferred Share (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement"), dated as of January 24, 1997, between the
Company and Norwest Bank Minnesota, National Association, as Rights Agent (the
"Rights Agent").
Initially, the Rights will be evidenced by the certificates
representing Common Shares then outstanding and no separate Right Certificates
will be distributed. The Rights will separate from the Common Shares, and a
Distribution Date for the Rights will occur upon the earlier of: (i) the first
date of public announcement that a Person or group of affiliated or associated
Persons has become an "Acquiring Person" (i.e., has become, subject to certain
exceptions, the beneficial owner of 15% or more of the outstanding Common
Shares) (except pursuant to a Permitted Offer, as hereinafter defined) and (ii)
the 10th day following the commencement or public announcement of a tender offer
or exchange offer, the consummation of which would result in a Person or group
of affiliated or associated Persons becoming, subject to certain exceptions, the
beneficial owner of 15% or more of the outstanding Common Shares (or such later
date as may be determined by the Board of Directors of the Company prior to a
Person or group of affiliated or associated Persons becoming an Acquiring
Person) (the earlier of such dates being called the "Distribution Date").
Until the Distribution Date, (i) the Rights will be evidenced by the
Common Share certificates and will be transferred with and only with the Common
Shares, (ii) new Common Share certificates issued after the Record Date upon
transfer or new issuance of the Common Shares will contain a notation
incorporating the Rights Agreement by reference, and (iii) the surrender for
transfer of any Common Share certificate, even without such notation or a copy
of the Summary of Rights attached thereto, will also constitute the transfer of
the Rights associated with the Common Shares represented by such certificate.
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As promptly as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date, and such separate Right Certificates alone will evidence the
Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on January 23, 2007, unless extended or earlier redeemed or
exchanged by the Company as described below.
The Purchase Price payable and the number of Preferred Shares or other
securities or property issuable upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution: (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Shares, (ii) upon the grant to holders of the Preferred Shares of certain
rights, options or warrants to subscribe for or purchase Preferred Shares or
convertible securities at less than the then current market price of the
Preferred Shares, or (iii) upon the distribution to holders of the Preferred
Shares of evidences of indebtedness or assets (excluding regular periodic cash
dividends or dividends payable in Preferred Shares) or of subscription rights or
warrants (other than those described in clause (ii) of this paragraph). With
certain exceptions, no adjustment in the Purchase Price will be required until
cumulative adjustments require an adjustment of at least 1% in the Purchase
Price.
No fraction of a Preferred Share (other than fractions in integral
multiples of one one-hundredth of a share) will be issued and, in lieu thereof,
an adjustment in cash will be made based on the closing price on the last
trading date prior to the date of exercise.
The number of outstanding Rights and the number of one one-hundredthsof
a Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment of $.01 per share but will be entitled to an
aggregate dividend of 100 times the dividend declared per Common Share. In the
event of liquidation, the holders of the Preferred Shares will be entitled to a
minimum preferential liquidation payment of $.01 per share but will be entitled
to an aggregate payment of 100 times the payment made per Common Share. Each
Preferred Share will have 100 votes, voting together with the Common Shares.
Finally, in the event of any merger, consolidation or other transaction in which
Common Shares are exchanged, each Preferred Share will be entitled to receive
100 times the amount received per Common Share. These rights are subject to
adjustment in the event of a stock dividend on the Common Shares or a
subdivision, combination or consolidation of the Common Shares.
In the event that a person or group becomes an Acquiring Person (except
pursuant to a Permitted Offer (as defined below)), each holder of a Right, other
than the Acquiring Person or the affiliates, associates or transferees thereof
(whose Rights will thereafter be void), will thereafter have the right to
receive upon exercise thereof at the then current exercise price of the Right
that number of Common Shares having a market value of two times the exercise
price of the Right, subject to certain possible adjustments.
In the event that the Company is acquired in certain mergers or other
business combination transactions or 50% or more of the assets or earning power
of the Company and its subsidiaries (taken as a whole) are sold after a person
or group becomes an Acquiring Person (except pursuant to a Permitted Offer (as
defined below)), holders of the Rights will thereafter have the Right to
receive, upon exercise
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<PAGE>
thereof at the then current exercise price of the Right, that number of Common
Shares of the acquiring company (or, in certain cases, one of its Affiliates)
having a market value of two times the exercise price of the Right.
A "Permitted Offer" is a tender offer or an exchange offer for all
outstanding Common Shares of the Company at a price and on terms determined by a
majority of the Board of Directors of the Company who are not officers of the
Company and who are not Acquiring Persons or affiliates or associates of an
Acquiring Person and after receiving advice from one or more investment banking
firms, to be (a) fair to shareholders (taking into account all factors which the
Board of Directors deems relevant) and (b) otherwise in the best interests of
the Company and its shareholders, and which the Board of Directors determines to
recommend to the shareholders of the Company.
At any time after a Person becomes an Acquiring Person (subject to
certain exceptions), and prior to the acquisition by a Person of 50% or more of
the outstanding Common Shares, the Board of Directors of the Company may
exchange all or part of the Rights for Common Shares at an exchange ratio of one
Common Share per right, subject to adjustment.
At any time before a Person has become an Acquiring Person, the Board
of Directors of the Company may redeem the Rights in whole, but not in part, at
a price of $.01 per Right (the "Redemption Price"), subject to adjustment. The
redemption of the Rights may be made effective at such time, on such basis and
with such conditions as the Board of Directors of the Company may, in their sole
discretion, establish.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including without limitation, the right
to vote or to receive dividends.
This summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement, which is
filed as an Exhibit hereto and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
4 Rights Agreement dated as of January 24, 1997 between
the Company and Norwest Bank Minnesota, National
Association, as Rights Agent, which includes as
Exhibit B thereto the form of Right Certificate
(incorporated by reference to Exhibit 1 to the
Company's Registration Statement on Form 8-A filed
January 24, 1997).
4.1 Amendment No. 1 dated as of October 16, 1998 to the
Rights Agreement, dated as of January 24, 1997,
between the Company and Norwest Bank Minnesota,
National Association, as Rights Agent.
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<PAGE>
SIGNATURE
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.
E.W. BLANCH HOLDINGS, INC.
Date: November 18, 1998
By /s/ Ian David Packer
-------------------------------
Ian David Packer
Executive Vice President and
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit Description of Exhibit Page
- ------- ---------------------- Number
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4 Rights Agreement dated as of January 24, 1997 between
the Company and Norwest Bank Minnesota, National
Association, as Rights Agent, which includes as Exhibit
B thereto the form of Right Certificate (incorporated by
reference to Exhibit 1 to the Company's Registration
Statement on Form 8-A filed January 24, 1997).
4.1 Amendment No. 1 dated as of October 16, 1998 to the
Rights Agreement, dated as of January 24, 1997, between
the Company and Norwest Bank Minnesota, National
Association, as Rights Agent.
EXHIBIT 4.1
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This Amendment No. 1 dated as of October 16, 1998 (this "Amendment") is
between E.W. BLANCH HOLDINGS, INC., a Delaware corporation (the "Company"), and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION (the "Rights Agent").
WHEREAS, the Company and the Rights Agent are parties to a Rights
Agreement dated as of January 24, 1997 (the "Rights Agreement");
WHEREAS, the Rights Agreement may be amended subject to the procedures
set forth in Section 27 thereof; and
WHEREAS, a majority of the Continuing Directors (as defined in the
Rights Agreement) has approved the amendment of the Rights Agreement set forth
herein and the Company has provided the Rights Agent with a certificate
evidencing such approval.
NOW, THEREFORE, the Rights Agreement is hereby amended as follows:
1. Amendment of Section 1. Section 1 of the Rights Agreement is amended
to delete the definition of "Continuing Director" in its entirety.
2. Amendment of Section 11(o). Section 11(o) of the Rights Agreement is
amended to read in its entirety as follows:
(o) The Company covenants and agrees that, after the
Distribution Date, it will not, except as permitted by Section 23, 24
or 27, take (or permit any Subsidiary of the Company to take) any
action if at the time such action is taken it is reasonably foreseeable
that such action will diminish substantially or otherwise eliminate the
benefits intended to be afforded by the Rights unless such action is
approved by a majority of the Board of Directors of the Company.
3. Amendment of Section 23. Section 23 of the Rights Agreement is
amended to read in its entirety as follows:
Section 23. Redemption.
(a) At least a majority of the Board of Directors of the
Company may, at their option, at any time prior to the earlier of (i)
the Shares Acquisition Date or (ii) the Final Expiration Date, redeem
all but not less than all of the then outstanding Rights at a
redemption price of $.01 per Right, appropriately adjusted to reflect
any stock split, stock dividend or similar transaction occurring after
the date of this Agreement (such redemption price being hereinafter
referred to as the "Redemption Price"). The redemption of the Rights by
the Board of Directors of the Company may be made effective at such
time and on such basis and with such conditions as the Board of
Directors of the Company in their sole discretion may establish. The
Company may, at its option, pay the Redemption Price in cash, Common
Shares (based on the "current market price", as defined in Section
11(d)(i), of the Common Shares at the time of the redemption) or any
other form of consideration deemed appropriate by a majority of the
Board of Directors of the Company; provided, however, that if the
Company elects to pay the Redemption Price in Common Shares, the
Company shall not be required to issue any fractional Common Shares,
and the number of shares issuable to each holder of Rights shall be
rounded down to the next whole number.
<PAGE>
(b) Immediately upon the action of the Board of Directors of
the Company ordering the redemption of the Rights pursuant to paragraph
(a) of this Section 23, and without any further action and without any
notice, the right to exercise the Rights will terminate and the only
right thereafter of the holders of Rights shall be to receive the
Redemption Price. The Company shall promptly give public notice of any
such redemption; provided, however, that the failure to give, or any
defect in, any such notice shall not affect the validity of such
redemption. Within ten days after such action of the Board of Directors
ordering the redemption of the Rights, the Company shall mail a notice
of redemption to all the holders of the then outstanding Rights at
their last addresses as they appear upon the registry books of the
Rights Agent or, prior to the Distribution Date, on the registry books
of the transfer agent for the Common Shares. Any notice which is mailed
in the manner herein provided shall be deemed given, whether or not the
holder receives the notice. Each such notice of redemption will state
the method by which the payment of the Redemption Price will be made.
Neither the Company nor any of its Affiliates or Associates may redeem,
acquire or purchase for value any Rights at any time in any manner
other than that specifically set forth in this Section 23 or in Section
24, and other than in connection with the purchase of Common Shares
prior to the Distribution Date.
4. Amendment of Sections 24(a) and 24(b). Sections 24(a) and 24(b) of
the Rights Agreement are amended to read in their entirety as follows:
Section 24. Exchange.
(a) At least a majority of the Board of Directors of the
Company may, at their option, at any time after any Person becomes an
Acquiring Person, exchange all or part of the then outstanding and
exercisable Rights (which shall not include Rights that have become
void pursuant to the provisions of Section 7(e)), for Common Shares at
an exchange ratio of one Common Share per Right, appropriately adjusted
to reflect any stock split, stock dividend or similar transaction
occurring after the date of this Agreement, (such exchange ratio being
hereinafter referred to as the "Exchange Ratio"). Notwithstanding the
foregoing, the Board of Directors of the Company shall not be empowered
to effect such exchange at any time after any Person (other than an
Exempt Person) together with all Affiliates and Associates of such
Person, becomes the Beneficial Owner of 50% or more of the Common
Shares then outstanding.
(b) Immediately upon the action of the Board of Directors of
the Company ordering the exchange of any Rights pursuant to paragraph
(a) of this Section 24 and without any further action and without any
notice, the right to exercise such Rights shall terminate and the only
right thereafter of a holder of such Rights shall be to receive that
number of Common Shares equal to the number of such Rights held by such
holder multiplied by the Exchange Ratio. The Company shall promptly
give public notice of any such exchange; provided, however, that the
failure to give, or any defect in, such notice shall not affect the
validity of such exchange. The Company promptly shall mail a notice of
any such exchange to all of the holders of such Rights at their last
addresses as they appear upon the registry books of the Rights Agent.
Any notice which is mailed in the manner herein provided shall be
deemed given, whether or not the holder receives the notice. Each such
notice of exchange will state the method by which the exchange of the
Common Shares for Rights will be effected and, in the event of any
partial exchange, the number of Rights which will be exchanged. Any
partial exchange shall be effected pro rata based on the number of
outstanding and exercisable Rights (other than Rights which have become
void pursuant to the provisions of Section 11(a)(ii)) held by each
holder of Rights.
5. Amendment of Section 27. Section 27 of the Rights Agreement is
amended to read in its entirety as follows:
<PAGE>
Section 27. Supplements and Amendments. Prior to the
Distribution Date and subject to the penultimate sentence of this Section 27,
the Company and the Rights Agent shall, if the Company so directs, supplement or
amend any provisions of this Agreement without the approval of any holders of
certificates representing Common Shares. From and after the Distribution Date
and subject to the penultimate sentence of this Section 27, the Company and the
rights Agent shall, if the Company so directs, supplement or amend this
Agreement without the approval of any holders of Rights Certificates in order
(i) to cure any ambiguity, (ii) to correct or supplement or amend any provision
contained herein which may be defective or inconsistent with any other
provisions herein, (iii) to shorten or lengthen any time period hereunder or
(iv) to change or supplement the provisions hereunder in any manner which the
Company may deem necessary or desirable and which shall not adversely affect the
interests of the holders of Rights Certificates (other than an Acquiring Person
or an Affiliate or Associate of an Acquiring Person); provided, this Agreement
may not be supplemented or amended to lengthen, pursuant to clause (iii) of this
sentence, (A) a time period relating to when the Rights may be redeemed at such
time as the Rights are not then redeemable, or (B) any other time period unless
such lengthening is for the purpose of protecting, enhancing or clarifying the
rights of, and/or the benefits to, the holders of Rights (other than an
Acquiring Person and its Affiliates and Associates). Upon delivery of a
certificate from an appropriate officer of the Company which states that the
proposed supplement or amendment has been approved by a majority of the Board of
Directors of the Company and is in compliance with the terms of this Section 27,
the Rights Agent shall execute such supplement or amendment. Prior to the
Distribution Date, the interests of the holders of Rights shall be deemed
coincident with the interests of the holders of Common Shares.
6. Amendment of Paragraph 14 of Exhibit C. Paragraph 14 of Exhibit C to
the Rights Agreement is amended to read in its entirety as follows:
At any time after a Person becomes an Acquiring Person
(subject to certain exceptions), and prior to the acquisition by a
Person of 50% or more of the outstanding Common Shares, the Board of
Directors of the Company may exchange all or part of the Rights for
Common Shares at an exchange ratio of one Common Share per Right,
subject to adjustment.
7. Amendment of Paragraph 15 of Exhibit C. Paragraph 15 of Exhibit C to
the Rights Agreement is amended to read in its entirety as follows:
At any time before a Person has become an Acquiring Person,
the Board of Directors of the Company may redeem the Rights in whole,
but not in part, at a price of $.01 per Right (the "Redemption Price"),
subject to adjustment. The redemption of the Rights may be made
effective at such time, on such basis and with such conditions as such
Board of Directors of the Company may, in their sole discretion,
establish.
8. Deletion of Paragraph 16 of Exhibit C. Paragraph 16 of Exhibit C to
the Rights Agreement is deleted in its entirety.
9. Effectiveness. This Amendment shall be deemed effective as of
October 16, 1998 as if executed by both parties on such date. Except as amended
hereby, the Rights Agreement shall remain in full force and effect and shall be
otherwise unaffected hereby.
10. Miscellaneous. This Amendment shall be deemed to be a contract made
under the laws of the state of Minnesota and for all purposes shall be governed
by and construed in accordance with the laws of such state applicable to
contracts to be made and performed entirely within such state. This Amendment
may be executed in any number of counterparts, each of such counterparts shall
for all purposes be deemed to be an original, and all such counterparts shall
together constitute one and the same instrument. If any term, provision,
covenant or restriction of this Amendment is held by a court of
<PAGE>
competent jurisdiction or other authority to be invalid, illegal, or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Amendment shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date set forth above.
E.W. BLANCH HOLDINGS, INC.
By /s/ Ian David Packer
--------------------------------
Ian David Packer
Its Executive Vice President and
Chief Financial Officer
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By /s/ Kenneth P. Swanson
--------------------------------
Kenneth P. Swanson
Its Assistant Vice President
