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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES ACT OF 1934
Date of Report (Date of earliest event reported): January 22, 1999
WALNUT FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
Utah 0-26072 and 814-00157 87-0415597
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
8000 Towers Crescent Drive, Suite 1070, Vienna, Virginia 22182
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 448-3771
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Item 5. Other Events
At 12:01 a.m. Mountain Time on January 22, 1999, Walnut Financial
Services, Inc. (the "Company") effected a one-for-six reverse stock split (the
"Reverse Stock Split") of its common stock, $.01 par value per share ("Common
Stock"), pursuant to shareholder approval granted at the annual meeting of the
shareholders of the Company held on January 20, 1999. Fractional shares held by
any holder of Common Stock after aggregating all of such holder's shares were
rounded up to the nearest whole share. Immediately following the effectiveness
of the Reverse Stock Split, after giving effect to the rounding up of fractional
shares, there were 3,350,533 issued and outstanding shares of Common Stock.
In order to accomplish the Reverse Stock Split, the Company filed
Articles of Amendment to its Articles of Incorporation as of January 22, 1999.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
4 Articles of Amendment of Articles of Incorporation of
Walnut Financial Services, Inc.
99 Press Release dated January 22, 1998 of Walnut Financial
Services, Inc.
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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.
WALNUT FINANCIAL SERVICES, INC.
By: /s/ ROBERT F. MAUER
--------------------------
Robert F. Mauer
Chief Financial Officer
Date: February 1, 1999
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EXHIBIT 4
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
WALNUT FINANCIAL SERVICES, INC.
WALNUT FINANCIAL SERVICES, INC., a Corporation organized and existing
under the laws of the State of Utah hereby certifies as follows:
1. The name of the Corporation is WALNUT FINANCIAL SERVICES, INC.
2. Article IV of the Articles of Incorporation, which states the number
of shares that the Corporation shall have authority to issue, is hereby amended
by adding the following paragraph:
"On the effective date of the Articles of Amendment to the Articles of
Incorporation of the Corporation, each six currently issued and outstanding
shares of the Common Stock of the Corporation shall automatically and without
any action on the part of the holder thereof be reclassified and reconstituted
as one share of Common Stock (the "Reverse Stock Split"). No fractional shares
shall be issued by the Corporation as a result of the Reverse Stock Split. In
lieu thereof, each holder whose aggregate shares of Common Stock are not evenly
divisible by six will receive one additional share of Common Stock for the
fractional share to which such holder would otherwise be entitled as a result of
the Reverse Stock Split. Neither the par value nor the number of authorized
shares of Common Stock shall be affected by this amendment."
3. The reclassification of the shares of Common Stock contemplated by
the amendment set forth in these Articles of Amendment shall be implemented by
an exchange of certificates. The Corporation will send transmittal forms to the
holders of the Common Stock to be used in forwarding their certificates formerly
representing shares of Common Stock for surrender and exchange for certificates
representing the number of whole shares of Common Stock held by such holders
following the Reverse Stock Split.
4. The amendment set forth in these Articles of Amendment was approved
by the Board of Directors and recommended to the stockholders of the Corporation
and was submitted to the stockholders of the Corporation at a meeting duly held
on January 20, 1999.
5. At the time of the adoption of these Articles of Amendment, there
were a total of 19,811,178 shares of Common Stock outstanding, all of which
shares were entitled to vote on these Articles of Amendment. Holders of
11,712,068 shares were indisputably represented at the meeting. 11,167,303
shares were voted for the amendment set forth in these Articles of Amendment,
and that number was sufficient for its approval.
6. The amendment set forth in these Articles of Amendment has therefore
been approved and adopted in accordance with the requirements of the Utah
Revised Business Corporation Act.
7. The amendment set forth in these Articles of Amendment shall be
effective at 12:01 a.m. Mountain Time on January 22, 1999 or as soon thereafter
as practicable following the filing of these Articles of Amendment in accordance
with the requirements of the Utah Revised Business Corporation Act.
WALNUT FINANCIAL SERVICES, INC.
By: /s/ ROBERT F. MAUER
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Robert F. Mauer
Treasurer and Chief Financial Officer
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EXHIBIT 99
WALNUT FINANCIAL SERVICES, INC.
ANNOUNCES REVERSE STOCK SPLIT
Vienna, Virginia, January 22, 1999 - Walnut Financial Services, Inc.,
(Nasdaq: WNUT), an acquisition-oriented company engaged in the provision of
various forms of financing to small and medium sized businesses, reported that
it effected today a one-for-six reverse stock split pursuant to shareholder
approval granted at its annual shareholders' meeting held on January 20, 1999.
Shareholders were asked to approve a reverse stock split of the
Company's common stock to enable the Company to increase investor interest and
to maintain the Nasdaq National Market listing of the Company's common stock.
The Company previously received notice from Nasdaq that the Company's common
stock would be delisted if its closing bid price did not exceed $1.00 per share
for at least 10 consecutive trading days prior to November 27, 1998. This
delisting was stayed pending a hearing by the Company with Nasdaq, which is
scheduled for January 29, 1999. At the hearing, management expects to request
the hearing panel to further stay the delisting of the Company's common stock to
provide an opportunity for the closing bid price to exceed $1.00 per share for
at least 10 consecutive trading days after the date of effectiveness of the
reverse stock split. Management expects to further request Nasdaq not to delist
the Company's common stock provided the closing bid price exceeds $1.00 for 10
consecutive trading days. The Nasdaq panel is not required to continue the stay
of delisting or to accede to the continued listing of the common stock.
Joel S. Kanter, Chief Executive Officer of the Company, commented,
"given our desire to continue pursuing acquisitions of various private concerns,
we believe our Nasdaq National Market listing to be a critical asset that must
be maintained. While we regret the need to effect a reverse stock split, we also
believe the long term benefits will significantly outweigh any disadvantages as
Walnut proceeds with its efforts to build its service offerings through
acquisitions that it hopes will create significant future shareholder value."
Walnut Financial Services, Inc. is a publicly held venture capital
investment company regulated as a business development company under the
Investment Company Act of 1940 with six wholly-owned subsidiaries (Walnut
Consulting, Inc., Walnut Capital Corp., Walnut Funds, Inc., Universal Bridge
Fund, Inc., Pacific Financial Services Corp., and Inland Financial Services,
Inc.). The Company has made equity and debt investments in over 150 portfolio
companies since its inception in 1980. Currently, Walnut Financial is focused on
acquiring operational companies within the accounts receivable factoring sector
and seeking to add to its investments in small and medium sized businesses.
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995: The statements contained in this release which are not historical facts
are forward-looking statements that are subject to risks and uncertainties that
could cause actual results to differ materially from those set forth in or
implied by forward-looking statements. These risks and uncertainties include the
Company's entry into new commercial businesses, the risk of obtaining financing,
and other risks described in the Company's Securities and Exchange filings.
