-----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, IgQh1p1+mCB7Lf0GqiaiutBm6foOajMr92/Yrt+dIxPT1tKt3+39/N/9RIjhi29j 99XpCwlB5ATlVUhk/Hvu1Q== 0000950138-02-000271.txt : 20020927 0000950138-02-000271.hdr.sgml : 20020927 20020927112441 ACCESSION NUMBER: 0000950138-02-000271 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020926 ITEM INFORMATION: Other events FILED AS OF DATE: 20020927 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERSTATE NATIONAL DEALER SERVICES INC CENTRAL INDEX KEY: 0000918184 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 113078398 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12938 FILM NUMBER: 02774019 BUSINESS ADDRESS: STREET 1: 333 EARLE OVINGTON BLVD CITY: MITCHEL FIELD STATE: NY ZIP: 11553 BUSINESS PHONE: 5162288600 MAIL ADDRESS: STREET 1: 333 EARLE OVINGTON BLVD CITY: MITCHEL FIELD STATE: NY ZIP: 11553 8-K 1 sept8-k_2.txt INTERSTA\SEPT 8-K(2) ================================================================================ 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 26, 2002 ------------------ INTERSTATE NATIONAL DEALER SERVICES, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 1-12938 11-3078398 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 333 Earle Ovington Boulevard, Mitchel Field, New York 11553 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (516) 228-8600 - -------------------------------------------------------------------------------- Not Applicable - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ================================================================================ Item 5. Other Events. On September 26, 2002, Interstate National Dealer Services, Inc. ("Registrant") entered into an agreement and plan of merger with CHL Holdings Corp., a company owned by Cindy H. Luby, the Company's Chief Operating Officer ("CHL"). Under the merger agreement, each issued and outstanding share of Registrant's common stock, other than shares held by Chester J. Luby, Cindy H. Luby, Joan Luby and CHL, will be entitled to receive $6.00 per share in cash, without interest and less withholding taxes, if any. A copy of Registrant's press release of September 26, 2002, is attached hereto as Exhibit 99.1. -2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: September 26, 2002 INTERSTATE NATIONAL DEALER SERVICES, INC. By:/s/ Chester J. Luby --------------------------- Name: Chester J. Luby Title: Chairman and Chief Executive Officer -3- EXHIBIT INDEX EXHIBIT NO. 99.1 Press release, dated September 26, 2002. EX-99 3 ex_99-1.txt INTERSTA\EX_99-1-PRESS RELEASE Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: Chester J. Luby, CEO Cindy H. Luby, President, COO Interstate National Dealer Services, Inc. (516) 228-8600 INTERSTATE NATIONAL DEALER SERVICES, INC. ANNOUNCES SIGNING OF DEFINITIVE MERGER AGREEMENT Uniondale, NY, September 26, 2002---Interstate National Dealer Services, Inc. (NASDAQ: ISTN) announced today that it has entered into an agreement and plan of merger with CHL Holdings Corp., a company owned by Cindy H. Luby, Interstate's Chief Operating Officer and a director. Under the merger agreement, Interstate will be merged with CHL, with Interstate as the surviving entity. As previously announced, upon completion of the merger, each issued and outstanding share of Interstate common stock, other than shares held by Chester J. Luby, Cindy H. Luby, Joan Luby and CHL, and by stockholders who exercise their appraisal rights, will be entitled to receive $6.00 per share in cash, without interest and less withholding taxes, if any. After the merger, Interstate will be owned by members of the Luby family. Interstate's Board of Directors, acting on the recommendation of a special committee composed entirely of directors who are not affiliated with the Luby family , approved the merger agreement. As directors with an interest in the proposed transaction, Chester L. Luby and Cindy H. Luby did not participate in the Board's vote. Legg Mason Wood Walker, Incorporated which has acted as financial advisor to the special committee, has issued a fairness opinion in connection with the merger. The closing of the merger is subject to customary conditions, including approval of Interstate's stockholders, and the receipt by CHL of the funds required to complete the transaction. CHL has received a banking commitment to advance the necessary funds. As soon as practicable, Interstate will file a proxy statement relating to the merger with the Securities and Exchange Commission, will schedule a special meeting of its stockholders to vote on a proposal to approve the merger agreement and the transactions it contemplates and will mail the proxy statement to its stockholders. Interstate's Board has recommended that the stockholders approve the merger agreement. Interstate has entered into a voting agreement with members of the Luby family and with CHL in which they have agreed to vote in favor of the merger agreement. Members of the Luby family own and have the right to vote approximately 24.6% of Interstate's common stock. When available, Interstate's stockholders will be able to obtain a free copy of the proxy statement to be filed with the Securities and Exchange Commission at the SEC's web site at www.sec.gov. The proxy statement and other documents filed with the Securities and Exchange Commission by Interstate may also be obtained for free from Interstate by directing a request to Interstate National Dealer Services, Inc. at 333 Earle Ovington Blvd., Uniondale, New York 11553, Attn: Zvi D. Sprung, Chief Financial Officer. THE PROXY STATEMENT SHOULD BE READ CAREFULLY BEFORE MAKING A DECISION CONCERNING THE MERGER. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS RELATING TO THE MERGER TRANSACTION DESCRIBED ABOVE WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. _____________________________ Interstate is a leading nationwide provider of service contracts and extended warranties, primarily for new and used cars and recreational vehicles, as well as watercraft, manufactured housing, motorcycles and other power sport vehicles. For additional information please visit our websites: http://www.inds.com and http://www.warrantydirect.com. This press release contains forward-looking statements, which are subject to risks and uncertainties. Such statements are based on assumptions and expectations which may not be realized and are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual results, financial and otherwise, may differ from the results discussed in the forward-looking statements. A number of these risks and other factors that might cause differences, some of which could be material, along with additional discussion of forward-looking statements, are set forth in the Company's Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 1996. -----END PRIVACY-ENHANCED MESSAGE-----