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): April 7, 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 April 7, 1997, the Company and LaSalle Group, Inc. ("LaSalle") amended their
Agreement and Plan of Merger (the "Merger Agreement") dated October 30, 1996.
The new agreement (a) extends the time period for closing the merger
transaction and (b) changes the formula for determining the final merger
consideration to be received by the Company's common shareholders. The change
in the pricing formula is designed to eliminate any further erosion in the
Merger Consideration.
The Merger Agreement had previously been amended to provide that closing on the
merger would occur within five business days after the date of the Special
Meeting of the Company's common shareholders. Inasmuch as the Special Meeting
was held on March 25, 1997 (at which time the Plan of Merger was approved), and
since the merger must still be approved by insurance regulators in four states,
the parties agreed to further amend the Merger Agreement. The new agreement
extends the date for closing to April 30, 1997, provided that if the closing
has not occurred due to a regulatory approval delay beyond the control of
either the Company or LaSalle, either party may request an extension, approval
of which shall not be unreasonably withheld by the other party. However, if
closing has not occurred by May 31, 1997, a request for any further extension
by either party may be withheld by the other party in its sole discretion.
The new agreement also eliminates the potential for continued erosion of the
Merger Consideration which would have otherwise occurred, since one of the
Merger Consideration adjustments was based on the regulatory capital and
surplus of the Company's principal insurance subsidiary at the end of the month
prior to closing. This adjustment will now be based on the regulatory capital
and surplus at December 31, 1996 less $300,000. While Article 1.4 of the Plan
of Merger approved by the Company s common shareholders provides that,
following shareholder approval, no amendment may be made which decreases the
amount of Merger Consideration payable to holders of Consumers Common Stock,
the Company s Chief Financial Officer will certify, at closing, that this
amendment did not reduce the amount of Merger Consideration which would
otherwise have been paid to the common shareholders pursuant to the orignial
terms of the Plan of Merger.
The Company believes this amendment to the Merger Consideration is in the best
interests of its shareholders, because it estimates that the subsidiary's
capital and surplus will continue to decline while the parties await regulatory
approval of the transaction.
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
99.1 Amendment to Agreement and Plan of Merger
99.2 News Release regarding modifications to merger agreement
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 April 8, 1997 By /S/ James C. Robertson
James C. Robertson,
President and
Chief Executive Officer
Date April 8, 1997 By /S/ R. Fredric Zullinger
R. Fredric Zullinger
Senior Vice President,
Chief Financial Officer
and Treasurer
EX-99.1
March 31, 1997
Mr. Robert Hancox 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: Amendment to Agreement and Plan of Merger
Dear Bob and Charlie:
In accordance with Article V, Section 5.4 of the Agreement and Plan of Merger
(the Agreement ), this letter serves to confirm in writing the agreement
among Consumers Financial Corporation, LaSalle Group, Inc. and Consumers
Acquisition Corp. to further extend the time period for the Closing to occur
as set forth in Section 5.1(d) of the Agreement, as extended by the letter
agreement among the parties dated January 8, 1997, from five (5) business days
after the date of the Special Meeting of the Common Stock shareholders of
Consumers Financial Corporation to April 30, 1997; provided that the Agreement
shall not terminate if the Closing has not occurred due to a regulatory
approval delay beyond the control of the parties, in which case any of the
parties may request an extension reasonably necessary to obtain regulatory
approval, and which consent may not be unreasonably withheld for an extension
to a date prior to May 31,1997 after which time consent may be withheld for a
further extension at the sole discretion of any party.
The parties further agree that Section 1.2(b)(i) be amended to provide as
follows: (i) The Merger Consideration shall be increased or decreased by an
amount equal to the difference between (x) Consumers Net Statutory Surplus (as
defined below) at December 31, 1996 and (y) $7,010,623. The remaining
provisions of Section 1.2(b)(i) shall remain in full force and effect.
The parties agree to take any additional action and prepare any documentation
necessary to make effective these revisions to the Agreement, if so required.
Please indicate your acknowledgment and agreement to the above revisions by
signing in the space provided below.
Very truly yours,
/S/ James C. Robertson
Acknowledged and agreed to this 7th day of April, 1997.
LASALLE GROUP, INC. CONSUMERS ACQUISITION CORP.
By /S/ Robert E. Hancox By /S/ Charles E. Miller, Jr.
Robert E. Hancox Charles E. Miller, Jr.
Chairman and Chief President and Chief
Executive Officer Operating Officer
Exhibit 99.2
NEWS RELEASE
FOR IMMEDIATE RELEASE
For further information, contact:
R. Fredric Zullinger, Chief Financial Officer
Telephone: (717) 761-4230
CONSUMERS FINANCIAL CORPORATION AND
LASALLE GROUP, INC. AGREE TO
MODIFICATIONS TO MERGER AGREEMENT
CAMP HILL, PA (APRIL 8, 1997) -- Consumers Financial Corporation (NASDAQ,
CFIN) today announced that it has agreed to extend the time period for closing
its merger with LaSalle Group, Inc. The Company also announced agreement on a
pricing formula designed to eliminate any further erosion of the merger
consideration to be received by its common shareholders. The merger, which
must still be approved by insurance regulators in four states, was approved by
the Company s common shareholders on March 25, 1997.
The new agreement extends the date for closing the merger from five
business days after the date of the Special Meeting of the Company s common
shareholders to April 30, 1997, provided that if the closing has not occurred
due to a regulatory approval delay beyond the control of either the Company or
LaSalle, either party may request an extension which shall not be unreasonably
withheld by the other party. However, if closing has not occurred by May 31,
1997, a request for any further extension by either party may be withheld by
the other party in its sole discretion.
The new agreement also eliminates the potential for continued erosion of
the merger consideration. Whereas one of the merger consideration adjustments
had been based on the statutory capital and surplus of the Company s principal
insurance subsidiary as of the end of the month prior to closing, the
adjustment will now be based on the statutory capital and surplus at
December 31, 1996 less $300,000. Because the regulatory approvals must still
be obtained and because the Company estimates that its capital and surplus
will continue to decline, the Company believes this amendment to the merger
agreement is in the best interests of its shareholders. Subject to final
review of the merger consideration adjustments by LaSalle, the merger
consideration is now set at $3.78 per share.
Consumers Financial Corporation is an insurance holding company which,
through its Automotive Resource Division, provides management training and
education services as well as credit insurance and other products to automobile
dealers.
###
