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): March 13, 1998
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 February 27, 1998, the Company received notice from NASDAQ that the
Company s 8 1/2% Convertible Preferred stock (CFINP) was not in compliance with
the new public float requirement under Maintenance Standard 1 pursuant to NASD
Marketplace Rule 4450(a)(3) which became effective on February 23, 1998 and that
the Company s Preferred stock is scheduled to be delisted from the NASDAQ
National Market effective at the close of business on March 16, 1998. Under
Maintenance Standard 1, a minimum public float of 750,000 shares is required and
the Company currently has 514,000 preferred shares issued and outstanding and,
therefore, will not meet the new standards established by the NASD.
In addition, on February 27, 1998, the Company received notice from NASDAQ
that the Company s common stock (CFIN) was not in compliance with the new market
value of public float requirement, and as such the Company s common stock would
be delisted from the NASDAQ National Market if the Company does not make
arrangements to come into compliance on or before May 28, 1998. The Company
also received notice from NASDAQ that the Company s common stock was not in
compliance with the minimum bid price and net tangible assets requirements and
that in order to regain compliance under Maintenance Standard 1, the Company
needed to take action within ninety (90) days or be subject to delisting by
NASDAQ.
Since the Company has scheduled a Special Meeting of Shareholders for
March 24, 1998 in order for the shareholders of the Company to, among other
items, approve a proposed plan of liquidation and dissolution (the Plan ), the
Company presently does not intend to appeal the delisting decision for either
the preferred or common stock, take any steps to come into compliance with the
NASD Marketplace Rules, or attempt to seek inclusion on the NASDAQ Small Cap
Market. Upon approval of the Plan by the shareholders of the Company, the Board
of Directors is expected to proceed with the liquidation of the Company in
accordance with the terms of the Plan.
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 March 13, 1998 By /S/ James C. Robertson
James C. Robertson, President
and Chief Executive Officer
Date March 13, 1998 By /S/ R. Fredric Zullinger
R. Fredric Zullinger
Senior Vice President,
Chief Financial Officer
and Treasurer<PAGE>
