-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GqnRJoKXu7Zxvna5es94EIQiHR0R7pEiSQ904IyKpk7w3BF++jM85wQ7iqZYPezx WQbtfKtf3gN6+i4YzGb2Ew== 0000898430-95-001953.txt : 19951004 0000898430-95-001953.hdr.sgml : 19951004 ACCESSION NUMBER: 0000898430-95-001953 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950928 ITEM INFORMATION: Other events FILED AS OF DATE: 19951003 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: US FACILITIES CORP CENTRAL INDEX KEY: 0000798085 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 330097221 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15196 FILM NUMBER: 95578448 BUSINESS ADDRESS: STREET 1: 650 TOWN CENTER DR STE 1600 CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 7145491600 MAIL ADDRESS: STREET 1: 650 TOWN CENTER DRIVE STREET 2: STE 1600 CITY: COSTA MESA STATE: CA ZIP: 92626-1925 8-K 1 FORM 8-K 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) September 28, 1995 ------------------ US FACILITIES CORPORATION - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) 0-15196 - -------------------------------------------------------------------------------- (Commission File Number) Delaware 33-0097221 - ----------------------------------------------- ---------------------------- (State of Incorporation or Organization) (IRS Employer Identification No.) 650 Town Center Drive, Suite 1600, Costa Mesa, CA 92626 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) 714/549-1600 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) Not Applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Information Required In Current Report ITEM 5. OTHER EVENTS Effective as of May 24, 1990, the Registrant and Security Pacific National Bank (the "Rights Agent") entered into a Stockholders Rights Agreement (the "Rights Agreement") which provides that holders of each outstanding share of the Registrant's Common Stock shall be entitled to receive one Right to purchase shares of the Registrant's Common Stock (a "Right"). By Application for Registration dated June 4, 1990 on Form 8-A, the Rights were registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, and the appropriate Form 8-K enclosing the Rights Agreement as an exhibit was also filed with the Securities and Exchange Commission. Effective as of January 16, 1992, the Registrant and the Rights Agent amended the Rights Agreement by increasing from $22.50 to $40.00 the Exercise Price of each Right as set forth in Section 7(c) and wherever such term appears in the Rights Agreement and in the Exhibits thereto (the "First Amendment"). Effective as of May 24, 1994, the Registrant and the Rights Agent amended the Rights Agreement to change the term "15% Ownership Date" to "10% Ownership Date" and to change the term "15% Stockholder" to "10% Stockholder" wherever such terms appear in the Rights Agreement and in the Exhibits thereto (the "Second Amendment"). Effective as of September 28, 1995, the Registrant and the Rights Agent amended the Rights Agreement (i) by increasing from $40.00 to $70.00 the Exercise Price of each Right as set forth in Section 7(c) and wherever such term otherwise appears in the Rights Agreement and in the Exhibits thereto; (ii) by reducing from $.01 to $.001 the Redemption Price as set forth in Section 23(a) and wherever such term otherwise appears in the Rights Agreement and in the Exhibits thereto; and (iii) by updating the name of the Rights Agent from Security Pacific National Bank to Chemical Mellon Shareholder Services, and to correct the address of the Rights Agent from 701 South Western Avenue, Glendale, California 91201 to 300 South Grand Avenue, 4th Floor, Los Angeles, California 90071-3113, as set forth in Section 26 and wherever such terms otherwise appear in the Rights Agreement and in the Exhibits thereto (the "Third Amendment"). Attached hereto as Exhibit 4 is the Third Amendment to Rights Agreement, dated September 28, 1995. For each prior amendment to the Rights Agreement, the Registrant filed the appropriate Form 8-K and Form 8-A/A with the Securities and Exchange Commission. The Company is concurrently amending its Registration Statement on Form 8-A under which these Rights were registered pursuant to Section 12(g) of the Securities Exchange Act of 1934 to reflect the changes made by the Third Amendment. -2- 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, thereunto duly authorized. US FACILITIES CORPORATION Date: October 3, 1995 By /s/ Jose A. Velasco ________________________________ Jose A. Velasco, Senior Vice President, Secretary and General Counsel -3- EXHIBIT INDEX No. Third Amendment to Rights Agreement......................... 4 -4- EX-4 2 3RD AMEND RIGHTS AGREEMENT EXHIBIT 4 Third Amendment To Rights Agreement US FACILITIES CORPORATION This Third Amendment to Rights Agreement (the "Third Amendment") is made and entered into as of September 28, 1995, by and between US Facilities Corporation, a Delaware corporation (the "Company"), and Chemical Mellon Shareholder Services (the "Rights Agent") for the purpose of making a third amendment to that certain Rights Agreement dated as of May 24, 1990 between the Company and the Rights Agent, as amended (the "Rights Agreement"). 1. Authority for Amendment. (a) This Third Amendment is made and entered into pursuant to Section 27 of the Rights Agreement. (b) By action taken on September 27, 1995, the Independent Directors of the Company, consisting of John A. Allison, Jonathan D. DuBois, John F. Kooken, Bernard H. Ross, Charles L. Schultz and Kenneth C. Tyler, directed the Company and the Rights Agent to amend the Rights Agreement to change the Exercise Price of each Right, as set forth in Section 7(c) thereof, from $40.00 to $70.00 and to change the Redemption Price of each Right, as set forth in Section 23(a) thereof, from $.01 to $.001, because the Independent Directors deem it to be in the best interests of the Company and its stockholders to increase the Exercise Price and decrease the Redemption Price. (c) Pursuant to the terms of Section 19 of the Rights Agreement relating to a merger or change of name of the Rights Agent, the Rights Agent is hereafter designated as Chemical Mellon Shareholder Services, whose address is 300 South Grand Avenue, 4th Floor, Los Angeles, California 90071-3113. 2. The Amendment. (a) The first sentence of Section 7(c) of the Rights Agreement is hereby changed to read in its entirety as follows: "(c) The Exercise Price for the exercise of each Right shall be Seventy Dollars ($70.00) and shall be payable in lawful money of the United States of America in accordance with Section 7(f) hereof." (b) A corresponding change from $40.00 to $70.00 is hereby made as the Exercise Price of each Right in Exhibits A and B to the Rights Agreement. (c) Section 23(a) of the Rights Agreement is hereby changed to read in its entirety as follows: "(a) Until the earliest of (i) the date of the first Section 11(a)(ii) Event, (ii) the date of the first Section 13(a) Event or (iii) the Expiration Date, a majority but not less than three, of the Independent Directors may, at their option, direct the Company to redeem all, but not less than all, of the then outstanding Rights at a redemption price of $.001 per Right, as such redemption price shall be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the "Redemption Price"), and the Company shall so redeem the Rights." (d) A corresponding change from $.01 to $.001 is hereby made as the Redemption Price of each Right in Exhibits A and B to the Rights Agreement. (e) Section 26 of the Rights Agreement is hereby changed to read in its entirety as follows: "Section 26. Notices. Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Right Certificate to or on the Company shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Rights Agent) as follows: -2- US Facilities Corporation 650 Town Center Drive, Suite 1600 Costa Mesa, California 92626 Attention: Jose A. Velasco, Esq. Subject to the provisions of Section 21 hereof, any notice or demand authorized by this Agreement to be given or made by the Company or by the holder of any Right Certificate to or on the Rights Agent shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Company) to the principal office of the Rights Agent as follows: Chemical Mellon Shareholder Services 300 South Grand Avenue, 4th Floor Los Angeles, California 90071-3113 Attention: Derek G. Webster Notices or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to the holder of any Right Certificate shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed to such holder at the address of such holder as shown on the registry books of the Company." (f) A corresponding change of the name and address of the Rights Agent is hereby made in Exhibits A and B to the Rights Agreement. 3. Miscellaneous. (a) All other references in the Rights Agreement to "$40.00" are hereby amended to "$70.00". (b) All other references in the Rights Agreement to a Redemption Price of "$.01" are hereby amended to "$.001." (c) All other references in the Rights Agreement to "Security Pacific National Bank, as Rights Agent" are hereby amended to "Chemical Mellon Shareholder Services," and all other references to the address of the aforenoted Rights Agent as "701 South Western Avenue, Glendale, California 91201" are hereby amended to "300 South Grand Avenue, 4th Floor, Los Angeles, California 90071-3113." (d) The capitalized terms used and not otherwise defined in this Third Amendment shall have the meanings as set forth in the Rights Agreement. -3- (e) From and after the date hereof, each reference in the Rights Agreement to "this Agreement," "hereof," "hereunder" or words of like import and all references to the Rights Agreement in any and all agreements, instruments, documents, notes, certificates and other writings of every kind and nature shall be deemed to mean the Rights Agreement as previously amended and as further modified and amended by this Third Amendment. (f) Other than as set forth in this Third Amendment, the Rights Agreement, as in effect immediately prior to the effective date hereof, remains in full force and effect without change. In Witness Whereof, the parties hereto have caused this Third Amendment to be duly executed as of the day and year first above written. ATTEST: US Facilities Corporation By /s/ Jose A. Velasco By /s/ Mark Burke ----------------------------------- ---------------------------------- Jose A. Velasco, Senior Vice Mark Burke, Senior Vice President President and Secretary and Chief Financial Officer ATTEST: Chemical Mellon Shareholder Services By /s/ S. Magidson By /s/ D.G. Webster ----------------------------------- ---------------------------------- Print Name S. Magidson Print Name D.G. Webster ---------------------- ----------------------- Title Vice President Title Assistant Vice President --------------------------- --------------------------- -4- -----END PRIVACY-ENHANCED MESSAGE-----