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