-----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, J4SRZ6ft6Yzi8oYPWQ1p2V10Hythw5J61IbUF2m/oHgNoDm5f5gMcZLndu44qIfD Jy+XOMZ8XB1XsO0RdrS0zg== 0000950147-99-001383.txt : 19991203 0000950147-99-001383.hdr.sgml : 19991203 ACCESSION NUMBER: 0000950147-99-001383 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991118 ITEM INFORMATION: FILED AS OF DATE: 19991202 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: SEC FILE NUMBER: 001-12902 FILM NUMBER: 99767731 BUSINESS ADDRESS: STREET 1: 45 E MONTEREY WAY STREET 2: STE 202 CITY: PHOENIX STATE: AZ ZIP: 85012 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 CURRENT REPORT DATED 11/18/99 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Act of 1934 Date of Report (Date of earliest event reported): November 18, 1999 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 ------------------------------------------------------------- (Former name or former address, if changed since last report) FRONTIER ADJUSTERS OF AMERICA, INC. FORM 8-K CURRENT REPORT ITEM 1. CHANGES IN CONTROL OF REGISTRANT United Financial Adjusting Company ("UFAC") is the owner of 5,258,513 shares of the Company's Common Stock. The shares of Common Stock owned by UFAC represent 58.7% of the Company's issued and outstanding Common Stock (58.1% on a fully diluted basis). UFAC was a wholly owned subsidiary of The Progressive Corporation ("Progressive"). On November 18, 1999, Progressive filed an amendement to their Schedule 13D indicating a change in ownership of UFAC. Pursuant to a Contribution Agreement dated October 1, 1999 (the "Contribution Agreement") between Progressive and Netrex L.L.C., a New York limited liability company ("Netrex"), on November 5, 1999 (i) Progressive contributed (the "Contribution") all of the common stock of UFAC to Netrex Holdings L.L.C., a newly-formed Delaware limited liability company ("Netrex Holdings"), in exchange for 51.3% of the outstanding units of Netrex Holdings, and (ii) Netrex was issued the remaining outstanding units of Netrex Holdings. As a result of the Contribution, UFAC was transferred from a wholly owned subsidiary of Progressive to a wholly owned subsidiary of Netrex Holdings. Netrex Holdings is governed by an Operating Agreement dated November 5, 1999 between Progressive and Netrex, pursuant to which the business operations and affairs of Netrex Holdings is managed by Netrex Corp., a New York corporation ("Netrex Corp."). Netrex Corp. is an affiliate of Netrex and not of Progressive, and may only be removed as manager of Netrex Holdings by unanimous consent of all of the members of Netrex Holdings. As a result of the transactions contemplated by the Contribution Agreement, Progressive has informed the Company that Progressive is not able to direct the vote or disposition of, and does not share the power to direct the vote or disposition of, any of the Company's Common Shares. 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. December 2, 1999 FRONTIER ADJUSTERS OF AMERICA, INC. By: /s/ Francis J. LaPallo ------------------------------------ Francis J. LaPallo Executive Vice President -----END PRIVACY-ENHANCED MESSAGE-----