UNITED STATES
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): May 2, 1997
CONSUMERS FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
PENNSYLVANIA
(State or Other Jurisdiction of Incorporation)
0-2616 23-1666392
(Commission File No.) (I.R.S. Employer
Identification No.)
1200 Camp Hill By-Pass, Camp Hill, Pennsylvania 17011-3774
(Address of Principal Executive Offices) (Zip Code)
717-761-4230
(Registrant s Telephone Number, Including Area Code)
FORM 8-K CURRENT REPORT
ITEM 5. OTHER EVENTS
On May 2, 1997, Consumers Financial Corporation (the Company ) and LaSalle
Group, Inc. ( LaSalle ) agreed to forbear on exercising their respective rights
to terminate the Agreement and Plan of Merger dated October 30, 1996, as
amended (the Agreement ), until after June 15, 1997. This agreement between
the parties was based upon LaSalle s further agreement to waive the
requirements of Section 3.5 of Article III of the Agreement after May 15, 1997,
so that the Company could at that time receive or solicit, directly or
indirectly, other offers from third parties for the sale of its assets or
shares of its capital stock. LaSalle agreed to waive the requirements of
Section 3.5 only if it could not provide to the Company by May 15, 1997
satisfactory evidence of the cash funds necessary to obtain regulatory
approvals and to consummate the Merger under the terms of the Agreement.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired
Not Applicable
(b) Pro Forma Financial Information
Not Applicable
(c) Exhibits
99 Letter agreement regarding waiver of termination and non-
solicitation provisions of Agreement and Plan of Merger
SIGNATURES
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 thereunto duly authorized.
CONSUMERS FINANCIAL CORPORATION
Registrant
Date: May 8, 1997 By /S/ James C. Robertson
James C. Robertson, President
and Chief Executive Officer
Date: May 8, 1997 By /S/ R. Fredric Zullinger
R. Fredric Zullinger
Senior Vice President, Chief
Financial Officer and Treasurer
EXHIBIT 99
May 1, 1997
Mr. Robert Hancox, Jr. Mr. Charles E. Miller, Jr.
Chairman and Chief President and Chief
Executive Officer Operating Officer
LaSalle Group, Inc. Consumers Acquisition Corp.
1822 Spruce Street 1822 Spruce Street
Philadelphia, PA 19103 Philadelphia, PA 19103
RE: Waiver of Termination and Non-Solicitation Provisions
Dear Bob and Charlie:
In accordance with Article V, Section 5.4 of the Agreement and Plan of Merger
as amended by letter agreements among the parties dated January 8, 1997 and
March 31, 1997 (the Agreement ), this letter serves to confirm in writing the
agreement among Consumers Financial Corporation ( Consumers ), LaSalle Group,
Inc. ( LaSalle ) and Consumers Acquisition Corp. ( CAC ) to forbear on
exercising their respective right to terminate the Agreement until after June
15, 1997, provided that LaSalle and CAC agree to waive the enforcement of
Section 3.5 of Article III of the Agreement after May 15, 1997 to allow
Consumers to receive or solicit, directly or indirectly, offers from third
parties for the sale of its assets or shares of its capital stock, in the event
LaSalle has neither received sufficient cash funds in its account nor provided
evidence of sufficient cash funds satisfactory to Consumers by May 15, 1997, in
order to obtain all required regulatory approvals and consummate the Merger
under the terms of the Agreement.
Please indicate your acknowledgment and agreement to the waiver by signing in
the space provided below.
Very truly yours,
/S/ James C. Robertson
James C. Robertson
Acknowledged and agreed to this 2nd day of May, 1997.
LASALLE GROUP, INC. CONSUMERS ACQUISITION CORP.
/S/ Robert E. Hancox /S/ Charles E. Miller, Jr.
Chairman and Chief President and Chief
Executive Officer Operating Officer
