Centris Group Inc – ‘8A12BT/A’ on 8/25/97

As of:  Monday, 8/25/97   ·   Accession #:  798085-97-6   ·   File #:  1-12099

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Amendment to Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8A12BT/A    Form 8-A/A                                             5     19K 
 2: EX-1        Fourth Amendment to Rights Agreement                   8     32K 

8A12BT/A   —   Form 8-A/A
Document Table of Contents

8A12BT/A
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                                         Commission File Number:   001-12099

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 8-A/A

 Amendment No. 1 to Form 8-A Filed August 22, 1996
 For Registration of Certain Classes of Securities
Pursuant to Section 12(b) of the
 Securities Exchange Act of 1934

 THE CENTRIS GROUP, INC.
--------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)

 Delaware                                           33-0097221
 --------                                           ----------
(State of Incorporation or Organization)                     (IRS Employer      
                                                             Identification No.)

650 Town Center Drive, Suite 1600, Costa Mesa, CA            92626              
-------------------------------------------------            -----              
(Address of principal executive offices)               (Zip Code)       

Amendment to Securities Registered pursuant to Section 12(b) of the Act:

  Title of each class                       Name of each exchange on which
   so registered                              each class is registered
   -------------                              ------------------------

Common Stock Purchase Rights                   New York Stock Exchange  
with respect to Common Stock,                                           
par value $.01 per share                                                

 Securities Registered pursuant to Section 12(g) of the Act:

None
--------------------------------------------------------------------------------
(Title of Class)

8A12BT/A
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INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1.   Description of Registrant's Securities.                               

         Effective  as of May 24, 1990,  the  Registrant  and  Security  Pacific
National Bank (the "Rights Agent") entered into a Stockholders  Rights Agreement
(the "Rights  Agreement")  which provides that holders of each outstanding share
of the  Registrant's  Common  Stock  shall be  entitled  to receive one Right to
purchase  shares of  Registrant's  Common Stock (a "Right").  By Application for
Registration  dated  August 22,  1996 on Form 8-A,  the Rights  were  registered
pursuant to Section 12(b) of the  Securities  Exchange Act of 1934 in connection
with the Registrant's  listing of its securities on the New York Stock Exchange.
Prior to that date,  the  Registrant's  Rights had been  "listed"  on the NASDAQ
National Market System and had been registered  pursuant to Section 12(g) of the
Securities Exchange Act of 1934.                                                

         The Registrant and the Rights Agent have previously  amended the Rights
Agreement  (i)  effective  as of  January  16,  1992  (the  "First  Amendment"),
(ii) effective as of May 24, 1994 (the "Second  Amendment"), and (iii) effective
as of September 28, 1995 (the "Third Amendment").                               

         Effective  as of July 23,  1997,  the  Registrant  and the Rights Agent
amended the Rights Agreement (the "Fourth Amendment") as follows:               

                  (i) To  delete  the name "US  Facilities  Corporation"  in any
         place that it appears in the Rights Agreement,  the Rights Certificate,
         or any other  documents  issued  pursuant to or in connection  with the
         Rights  Agreement,  and in its place substitute the current name of the
Registrant, "The Centris Group, Inc.";                        

                  (ii) To change the term "10% Ownership Date" to "15% Ownership
         Date" and to change the term "10%  Stockholder" to "15% Stockholder" in
         Sections 1(w) and 1(x), respectively, and wherever such terms appear in
         the Rights Agreement,  the Rights  Certificate,  or any other documents
issued pursuant to or in connection with the Rights Agreement;

                  (iii) To clarify the  definition  of "15%  Ownership  Date" in
         Section  1(w) and to change the last two  sentences  of Section 1(x) of
      the Rights  Agreement to  clarify  the language  giving the Board of
         Directors the complete authority to make the final  determination as to
         whether any Person is or is not to be considered a 15%  Stockholder for
purposes of the Rights Agreement;                             

                  (iv) To change Section 3(a) of the Rights  Agreement  defining
         the  "Distribution  Date" to indicate that such Date shall be the close
         of business on the tenth business day after the "15% Ownership Date" or
         the  close of  business  on the  tenth  business  day after a tender or
         exchange offer is first published if, upon consummation  thereof,  such
         offer would result in a Person becoming a "15% Beneficial Owner" of the
Corporation's outstanding Voting Shares;                      

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                  (v) To change  the  capital  and  surplus  requirement  of the
         Rights  Agent as set forth in Section 21 to a capital and surplus of at
least ten million dollars;                                    

                  (vi)  To  change  Sections  23(a)  and  23(b)  of  the  Rights
         Agreement  to permit the Board of  Directors to redeem the Rights prior
         to  the  close  of  business  of  the  tenth  business  day  after  the
"Distribution Date" as defined in Section 3(a);               

                  (vii) To change the first  sentence  of Section  24(a) and the
         last sentence of Section  24(b) to be consistent  with the changes made
in Sections 23(a) and 23(b);                                  

                  (viii) To change the name and  address of the Rights  Agent to
         American  Stock  Transfer  & Trust  Company,  whose  address is 40 Wall
         Street, New York, New York 10005, as successor Rights Agent to Chemical
Mellon Shareholder Services in Section 26;                    

               (ix) To change the language of Section 27(a) to clarify the
       authority of the Board of Directors to supplement or amend the Rights
Agreement;                                                    

                (x) To change Section 31 to clarify the language relating to
 the redemption provision in Section 23 of the Rights Agreement;

                 (xi) To add a new Section 35 to describe the responsibilities
        of the Board of Directors with respect to administration of the Rights
Agreement; and                                                

                  (xii) To change other sections of the Rights  Agreement as are
         necessary  or  proper  in  order  to make the  language  of the  Rights
         Agreement  consistent  with the  amendments to the Rights  Agreement as
described above (the "Fourth Amendment").                     

         Attached hereby as Exhibit 1 to this Form 8-A/A is the Fourth Amendment
to the Rights Agreement, dated as of July 23, 1997.                             

         In addition to this Form 8-A/A amending the  registration of the Rights
pursuant to Section 12(b) of the Securities Exchange Act of 1934, the Registrant
has  concurrently  filed with the Securities  and Exchange  Commission a Current
Report on Form 8-K with respect to these amendments to the Rights Agreement.    

Item 2.   Exhibits.                                                             

   Exhibit 1:      Fourth Amendment to Rights Agreement, dated as of
                       July 23, 1997, by and between The Centris Group, Inc.
             and American Stock Transfer & Trust Company

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SIGNATURES

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934,  the Registrant has duly caused this Amendment No. 4 to Form 8-A to
be signed on its behalf by the undersigned, thereunto duly authorized.          

                       THE CENTRIS GROUP, INC.

                         /s/ JOSE A. VELASCO
Date:  August 22, 1997                  By______________________________________
                     JOSE A. VELASCO
                                  Senior Vice President, Chief
                             Administrative Officer,
                                   Secretary and General Counsel

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 EXHIBIT INDEX

Exhibit Number                     Description                         Page     
--------------                     -----------                         ----     

1                    Fourth Amendment to Rights Agreement          6

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8A12BT/A’ Filing		Date		First		Last			Other Filings
Filed on:		8/25/97							8-K
		8/22/97		4
		7/23/97		2		3			8-K
		8/22/96		1		2
		9/28/95		2					8-K
		5/24/94		2
		1/16/92		2
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