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
August 29, 2000
Date of Report
(Date of Earliest Event Reported)
Ameritrans Capital Corporation
(Exact name of Registrant as specified in its charter)
Delaware 333-63951 52-2102424
(State or other jurisdiction of (Commission (I.R.S. Employee
incorporation or organization) File No.) I.D. Number)
747 Third Avenue, 4th Floor
New York, New York 10117
(Address of principal executive offices (Zip Code)
(800) 214-1047
(Registrant's telephone number, including area code)
<PAGE>
ITEM 5. OTHER EVENTS.
On May 4, 2000, an Agreement and Plan of Merger (the "Merger Agreement")
was executed by and among Medallion Financial Corp. ("Medallion"), AMTC Merger
Corp., a wholly-owned subsidiary of Medallion ("Merger Corp."), and Ameritrans
Capital Corporation ("Ameritrans"). On August 29, 2000 the parties executed
Amendment No. 8 to the Merger Agreement, which adjusted the pricing formula of
the merger transaction. Under the terms and subject to the satisfaction of
certain conditions contained in the Merger Agreement, it is anticipated that
Merger Corp. will merge with and into Ameritrans (the "Merger"), and that
Ameritrans will become a wholly-owned subsidiary of Medallion. Following the
satisfaction of pre-closing conditions, including the approval of the
shareholders of Ameritrans and Medallion, regulatory approval, and the approval
of certain commercial bank lenders, it is expected that closing of the Merger
will occur during the fourth quarter of this year.
The Merger Agreement contemplates the issuance of shares of common stock of
Medallion as consideration for the surrender and exchange of the outstanding
shares of common stock of Ameritrans. The number of shares to be issued by
Medallion as the merger consideration is dependent upon the average market price
of Medallion common stock over a twenty (20) day time period immediately prior
to the closing of the Merger. Based upon the closing price on May 4 of $16.50
for Medallion, Ameritrans shareholders would have received under the original
formula .5842 shares of Medallion common stock, or $9.64. Under the terms of
Amendment No. 8 and based upon the same closing prices, Ameritrans shareholders
would receive .5563 shares of Medallion common stock, or $9.18. If the average
market price of Medallion common stock over the twenty (20) day period is less
than $15.00 per share, then either Ameritrans or Medallion has the right to
terminate the Merger Agreement. The Merger Agreement contains other customary
terms and provisions, including representations, warranties, covenants, and
conditions. The Merger Agreement contemplates that the Merger will be accounted
for under the pooling method of accounting.
(c) EXHIBITS.
(2.1) Amendment No. 8 dated as of August 29, 2000 to the Agreement and Plan
of Merger dated as of May 4, 2000, by and among Medallion Financial Corp., AMTC
Merger Corp., and Ameritrans Capital Corporation.
-2-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly authorized and caused the undersigned to sign this Report on
the Registrant's behalf.
AMERITRANS CAPITAL CORPORATION
By: /s/ Gary Granoff
----------------------
Name: Gary Granoff
Title: President
Dated: September 6, 2000
-3-
