0000950147-01-501687.txt : 20011009
0000950147-01-501687.hdr.sgml : 20011009
ACCESSION NUMBER: 0000950147-01-501687
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20010928
ITEM INFORMATION: Changes in control of registrant
ITEM INFORMATION: Financial statements and exhibits
FILED AS OF DATE: 20011002
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: FRONTIER ADJUSTERS OF AMERICA INC
CENTRAL INDEX KEY: 0000735349
STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794]
IRS NUMBER: 860477573
STATE OF INCORPORATION: AZ
FISCAL YEAR END: 0630
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-12902
FILM NUMBER: 1750185
BUSINESS ADDRESS:
STREET 1: 45 E MONTEREY WAY
STREET 2: STE 202
CITY: PHOENIX
STATE: AZ
ZIP: 85011
BUSINESS PHONE: 6022641061
MAIL ADDRESS:
STREET 1: P O BOX 7610
CITY: PHOENIX
STATE: AZ
ZIP: 85011
FORMER COMPANY:
FORMER CONFORMED NAME: FRONTIER FINANCIAL CORP /AZ
DATE OF NAME CHANGE: 19861114
8-K
1
e-7548.txt
CURRENT REPORT DATED 9/28/2001
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, 2001
FRONTIER ADJUSTERS OF AMERICA, INC.
(Exact name of registrant as specified in its charter)
Arizona 1-12902 86-0477573
(State or other jurisdiction (Commission File No.) (IRS Employer ID No.)
of incorporation)
45 East Monterey Way, Phoenix, Arizona 85011
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (602) 264-1061
(Not Applicable)
(Former name or former address, if changed since last report)
FRONTIER ADJUSTERS OF AMERICA, INC.
FORM 8-K
CURRENT REPORT
ITEM 1. CHANGE IN CONTROL OF REGISTRANT
Frontier Adjusters of America, Inc., an Arizona corporation ("Frontier"),
announced that at a Special Meeting of Frontier's shareholders, Frontier's
shareholders approved and adopted a Plan and Agreement of Merger (the "Plan")
and the transactions contemplated by the Plan.
The Plan was approved and adopted by a vote of approximately 6,680,000 out
of approximately 7,335,000 votes represented at the Special Meeting. The merger
contemplated by the Plan became effective on September 28, 2001. As a result,
Merrymeeting is Frontier's sole shareholder, and trading has been halted in
Frontier's common stock. Frontier will cease to be subject to the reporting
requirements of the Securities Exchange Act of 1934, as amended, 90 days from
the date that it files a Form 15. Frontier filed a Form 15 with the SEC on
October 1, 2001.
Under the terms of the Plan, each outstanding share of Frontier's common
stock, other than the shares held by Merrymeeting, Inc., has been converted into
the right to receive $1.58 in cash, without interest.
ITEM 7.(C) EXHIBITS
Exhibit 20.1 - Press Release dated October 1, 2001
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated: October 1, 2001 FRONTIER ADJUSTERS OF AMERICA, INC.
By: /s/ John M. Davies
------------------------------------
John M. Davies, President
EX-20.1
3
ex20-1.txt
PRESS RELEASE DATED 10/1/01
Exhibit 20.1
For Immediate Release
FRONTIER ADJUSTERS OF AMERICA, INC. ANNOUNCES THAT IT HAS COMPLETED A CASH-OUT
MERGER AND WILL BECOME A PRIVATE COMPANY
PHOENIX, Arizona, October 1, 2001 - Frontier Adjusters of America, Inc.
("Company") (AMEX:FAJ) announced today that at a Special Meeting of its
shareholders, a proposal was approved by a vote of approximately 75% of all the
outstanding shares of the Company, with 82% of the outstanding shares voting, to
merge the Company in a cash out merger. All outstanding shares in the hands of
the public will be exchanged for $1.58 per share.
Shareholders will receive a Letter of Exchange in the mail from U.S. Stock
Transfer Corporation, the Company's stock transfer agent, or from their broker,
with detailed instructions of how to receive their cash payment.
FOR FURTHER INFORMATION, CONTACT: RELEASED BY:
Laurel A. Park, CFO Strategic IR, Inc.
(602) 264-1061 800 Third Avenue, Ste. 3700
New York, NY 10022
(212) 754-6565