To: Mr. Pink who wrote (5354 ) 12/31/1998 2:20:00 PM From: Kip518 Read Replies (1) | Respond to of 18998
(Old news?)SIERRA FINANCIAL INC rpts important event, financial statements & exhibits. Excerpted from 8-K filed on 12/31 by FIRST SIERRA FINANCIAL INC: 1st SIERRA FINANCIAL INC rpts important event, financial statements & exhibits. Item 5. Other Events. On December 15, 1998, the Board of Directors of First Sierra Financial,Inc., a Delaware corporation (the "Company"), declared a dividend distribution of one preferred stock purchase right (a "Right") for each share of common stock, par value $0.01 per share (the "Common Stock"), of the Company. The dividend is payable on December 30, 1998 to stockholders of record at the close of business on December 28, 1998 (the "Record Date") and in respect of all shares of Common Stock that become outstanding after the Record Date and prior to the earliest of (a) the Distribution Date (as such term is hereinafter defined), (b) the redemption of the Rights, (c) the exchange of the Rights and (d) the expiration of the Rights. Except as described herein and subject to adjustment as provided in the Rights Agreement (as such term is hereinafter defined), each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of the Company's Junior Preferred Stock, Series C, par value $0.01 per share (the "Preferred Stock"), at a purchase price of $65.25 per one one-hundredth of a share (the "Purchase Price"). The description and terms of the Rights are set forth in a Rights Agreement, dated as of December 30, 1998 (the "Rights Agreement"), between the Company and Harris Trust and Savings Bank, as Rights Agent (the "Rights Agent"). The Rights will be evidenced by Common Stock certificates and not separate certificates until the earliest of (i) 10 days following the date of public disclosure that a person or group, together with persons affiliated or associated with it (an "Acquiring Person"), has acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the outstanding shares of Common Stock (the "Stock Acquisition Date") and (ii) 10 business days following commencement or disclosure of an intention to commence a tender offer or exchange offer by a person or group other than the Company and certain related entities if, upon consummation of such offer, such person or group, together with persons affiliated or associated therewith, would beneficially own 15% or more of the outstanding shares of Common Stock (the earlier of such dates being the "Distribution Date"). Until the Distribution Date (or earlier redemption or expiration of the Rights), the transfer of Common Stock will also constitute transfer of the associated Rights. Following the Distribution Date, separate certificates will evidence the Rights. (End of item excerpt.) Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits 4.1 Rights Agreement, dated December 30, 1998, between First Sierra Financial, Inc. and Harris Trust and Savings Bank, as Rights Agent, together with the Form of Certificate of Designations of Preferred Stock attached thereto as Exhibit A, the Form of Rights Certificate attached thereto as Exhibit B and the Summary of Rights to Purchase Preferred Stock attached thereto as Exhibit C. 99.1 Press release of First Sierra Financial, Inc. issued on December 17, 1998. ------------------------------------------------------------------------ DISCLAIMER: The information provided through this news feed is excerpted from in or omitted from this news feed or the documents filed with the SEC. ifn.com ------------------------------------------------------------------------