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): July 25, 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 July 25, 1997, the Merger Agreement between Consumers Financial Corporation
(the Company), LaSalle Group, Inc. (LaSalle) and Consumers Acquisition Corp.
was terminated as a result of LaSalle s inability to provide the funding
necessary to complete the merger transaction. On July 28, 1997, the Company
signed a Letter of Intent to sell its credit insurance operations to Life of
the South Corporation, a Georgia-based insurance holding company with
administrative offices in Florida.
Pursuant to the Letter of Intent, after the completion of due diligence and the
execution of a definitive agreement, Life of the South will acquire the
Company s marketing organization and all of its inforce credit insurance
business in the transaction. American Republic Insurance Company, an
Iowa-based insurer, will act as a financial reinsurer backing Life of the South
in these transactions, which will require insurance regulatory approval and the
approval of Consumers shareholders. Consumers will receive the selling price
for its inforce business in cash at closing. However, the selling price for the
marketing organization is contingent upon the amount of premiums produced by
Consumers current accounts in the future and will be received over a five-year
period. During this period, Consumers intends to liquidate its remaining assets
and pay all creditors and preferred stockholders. All remaining assets will be
distributed in cash to Consumers common stockholders.
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 Press Release regarding termination of Merger Agreement and
signing of Letter of Intent
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 August 11, 1997 By /S/ James C. Robertson
James C. Robertson, President
and Chief Executive Officer
Date August 11, 1997 By /S/ R. Fredric Zullinger
R. Fredric Zullinger
Senior Vice President,
Chief Financial Officer
and Treasurer<PAGE>
EXHIBIT 99
PRESS RELEASE
FOR IMMEDIATE RELEASE
For Further Information, Contact:
R. Fredric Zullinger, Chief Financial Officer
Telephone (717) 761-4230
CONSUMERS FINANCIAL CORPORATION ANNOUNCES THAT THE LASALLE
MERGER AGREEMENT HAS BEEN TERMINATED AND A LETTER OF INTENT HAS
BEEN SIGNED WITH LIFE OF THE SOUTH CORPORATION
Camp Hill, PA (July 29, 1997) - Consumers Financial Corporation
(Consumers) (NASDAQNMS, CFIN) announced today that the Merger Agreement with
LaSalle Group, Inc. has been terminated as a result of LaSalle's inability to
secure the funding necessary to complete the transaction.
Consumers also announced that it has signed a letter of Intent to sell
its credit insurance operations to Life of the South Corporation, a
Georgia-based insurance holding company with administrative offices in
Jacksonville, Florida. Life of the South is a regional credit insurance
organization which presently administers approximately $150 million of credit
insurance premiums annually.
Life of the South will acquire Consumers' marketing organization and
all of its in force credit insurance business in the transaction. American
Republic Insurance Company, an Iowa Insurance Company with an A rating from
A.M. Best and over $100 million in capital and surplus, will act as a financial
reinsurer backing Life of the South in these transactions, which will require
insurance regulatory approval and the approval of Consumers' shareholders.
Consumers will receive, in cash, the selling price for its in force
business at closing. The selling price for the marketing organization is
contingent upon the amount of premiums produced by Consumers' current accounts
in the future and will be reviewed over a five-year period. During this period,
Consumers will liquidate its remaining assets and pay all creditors and
preferred stockholders. All remaining assets will be distributed in cash to
Consumers' common shareholders.
Consumers is an insurance holding company which, through its
subsidiaries, is a leading provider of credit life and credit disability
insurance in the Middle Atlantic region of the United States.
