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Western Star Trucks Inc. - MRRS Decision
Headnote
Mutual Reliance Review System for Exemptive Relief Applications - Issuer deemed to have ceased to be a reportingissuer following plan of arrangement as issuer has only one equity security holder - Senior Notes outstanding with 15institutional investors in U.S. Issuer has given notice of mandatory redemption of Senior Notes.
Applicable British Columbia Provisions
Securities Act, R.S.B.C. 1996, c. 418, s. 88.
IN THE MATTER OF THE SECURITIES LEGISLATION OF THE PROVINCES OF
BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN, ONTARIO, QUÉBEC,
NOVA SCOTIA AND NEWFOUNDLAND
AND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF
WESTERN STAR TRUCKS INC.
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatory authority or regulator (collectively, the "Decision Makers") in eachof the provinces of British Columbia, Alberta, Saskatchewan, Ontario, Québec, Nova Scotia and Newfoundland (the"Jurisdictions") has received an application from Western Star Trucks Inc. (the "Applicant") for a decision under thesecurities legislation of the Jurisdictions (the "Legislation") that the Applicant be deemed to have ceased to be a reportingissuer under the Legislation;
AND WHEREAS pursuant to section 3.2 of National Policy 12-201 Mutual Reliance Review System forExemptive Relief Applications (the "System"), the British Columbia Securities Commission is the principal regulator forthis application;
AND WHEREAS the Applicant has represented to the Decision Makers that:
1. The Applicant was incorporated under the Company Act (British Columbia) (the "Company Act") as 395220British Columbia Ltd. on October 22, 1990 and changed its name to Western Star Trucks Holdings Ltd.("WSTH") on May 21, 1991; on September 26, 2000, WSTH amalgamated with 596951 B.C. Ltd. (the"Acquiror") and the resulting company amalgamated with Western Star Trucks Inc. on September 27, 2000 toform the Applicant;
2. the registered office of the Applicant is located in Vancouver, British Columbia;
3. the Applicant is a reporting issuer in each of the Jurisdictions;
4. the Applicant is not in default of any of the requirements of the Legislation or any other securities or corporatelegislation to which it is subject;
5. WSTH, Freightliner LLC ("Freightliner") and the Acquiror entered into an arrangement agreement dated July19, 2000 as amended and restated on August 10, 2000, to effect an arrangement under section 252 of theCompany Act (the "Arrangement");
6. the authorized capital of WSTH consisted of 30,000,000 shares divided into (i) 25,000,000 common shares (the"Common Shares") and (ii) 5,000,000 preferred shares without par value, issuable in series, of which as ofAugust 4, 2000, 14,450,558 Common Shares and 600,000 preferred shares (the "Preferred Shares") wereissued and outstanding;
7. the Arrangement was approved by the security holders of WSTH at a meeting held on September 18, 2000 anda final court order approving the Arrangement was obtained on September 21, 2000 and filed with the Registrarunder the Company Act on September 26, 2000 (the "Effective Date");
8. pursuant to the Arrangement, on the Effective Date the Acquiror acquired all of the outstanding CommonShares and Preferred Shares of WSTH for cash and all outstanding options to acquire Common Shares (the"Options") were exchanged by the option holders with WSTH for cash;
9. the authorized capital of the Applicant consists of 20,000,000 shares divided into 10,000,000 common sharesand 10,000,000 preferred shares, of which no preferred shares and 1,082,782 common shares are issued andoutstanding as of September 27, 2000, all of which are owned, indirectly, by Freightliner;
10. the only other issued and outstanding securities of the Applicant consist of US $110 million principal amountof 8.75% senior notes due May 1, 2007 (the "Notes") issued under an indenture dated May 13, 1997 (the"Indenture") between, among others, WSTH, The Bank of Nova Scotia Trust Company of New York (the "U.S.Trustee") and Montreal Trust Company of Canada (the "Canadian Trustee" and, together with the U.S. Trustee,the "Trustees");
11. the Trustees on behalf of the Applicant issued a notice of redemption on September 26, 2000 calling for themandatory redemption of the Notes on October 30, 2000;
12. the Applicant has irrevocably deposited with the U.S. Trustee as trust funds an amount sufficient to redeemthe Notes in their entirety and all of the Applicant's obligations under the Indenture have been satisfied anddischarged and the Indenture has ceased to be of further effect;
13. the Applicant filed with the United States Securities and Exchange Commission two Certifications and Noticeson Form 15 to terminate registration of the Notes and Common Shares under the United States SecuritiesExchange Act of 1934, as amended, and thereby suspended its ongoing reporting obligations under such Actas of September 27, 2000;
14. Freightliner is, indirectly, the only equity security holder of the Applicant and therefore there are fewer than 15equity security holders whose latest address, as shown on the books of the Applicant, is in any of theJurisdictions;
15. the only other security holders are 15 institutional investors who hold all of the Notes, each of whose addressas shown on the books of Depository Trust Company is in the United States;
16. the Applicant's Common Shares were delisted from the Toronto Stock Exchange on September 27, 2000;trading of the Applicant's Common Shares was suspended on the American Stock Exchange on September28, 2000 and were delisted from the American Stock Exchange on October 18, 2000;
17. the Applicant no longer has any of its securities listed or quoted on any stock exchange or market and has nocurrent intentions to distribute any securities to the public; and
18. the Applicant does not intend to seek public financing by way of an offering of its securities.
AND WHEREAS under to the System, this MRRS Decision Document evidences the decision of each DecisionMaker (collectively, the "Decision");
AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that providesthe Decision Makers with the jurisdiction to make the Decision has been met;
THE DECISION of the Decision Makers under the Legislation is that the Applicant is deemed to have ceasedto be a reporting issuer, or the equivalent, under the Legislation.
November 8, 2000.
"Brenda Leong"
Director