<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File No. 0-28910
GENERAL CREDIT CORPORATION
--------------------------
(Exact name of small business issuer as specified in its charter)
NEW YORK 13-3895072
------------------------------- -------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
370 Lexington Avenue, Suite 2000
New York, New York 10017
----------------------------------------
(Address of principal executive offices)
(212) 697-4441
---------------------------
(Issuer's Telephone Number)
----------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports); and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
On August 11, 2000, the number of shares of Common Stock of the issuer
outstanding was 3,662,550 shares of Common Stock, par value $.001 per share.
Traditional Small Business Disclosure Format (check one):
Yes [X] No [ ]
Documents Incorporated By Reference: None
<PAGE> 2
GENERAL CREDIT CORPORATION
FORM 10-QSB
QUARTER ENDED JUNE 30, 2000
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C> <C>
PART I. FINANCIAL INFORMATION (UNAUDITED)
Item 1. Financial Statements............................................................................1
Consolidated Condensed Balance Sheets,
June 30, 2000 and December 31, 1999................................................F-1
Consolidated Condensed Statements of Operations for the
Three and Six Months Ended June 30, 2000 and 1999..................................F-2
Consolidated Condensed Statements of Cash Flows for the
Six Months Ended June 30, 2000 and 1999............................................F-3
Notes to Consolidated Condensed Financial Statements.....................................F-4
Item 2. Management's Discussion and Analysis or Plan of Operation.......................................2
PART II: OTHER INFORMATION
Item 1. Legal Proceedings...............................................................................6
Item 2. Changes in Securities and Use of Proceeds.......................................................7
Item 3. Defaults Upon Senior Securities.................................................................7
Item 4. Submission of Matters to a Vote of Security Holders.............................................7
Item 5. Other Information...............................................................................7
Item 6. Exhibits and Reports on Form 8-K................................................................8
SIGNATURES...................................................................................................9
</TABLE>
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The unaudited, condensed financial statements included herein, have
been prepared in accordance with the requirements of Regulation S-B and
supplementary financial information included herein, if any, has been prepared
in accordance with Item 310(b) of Regulation S-B and, therefore, omit or
condense certain footnotes and other information normally included in financial
statements prepared in accordance with generally accepted accounting principles.
In the opinion of management, all adjustments (consisting only of normal
recurring accruals) necessary for a fair presentation of the financial
information for the interim periods reported have been made. Results of
operations for the three and six months ended June 30, 2000 are not necessarily
indicative of the results for the year ending December 31, 2000.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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GENERAL CREDIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
2000 1999
------------ ------------
<S> <C> <C>
(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents $ 7,733,481 $ 4,509,741
Receivables from customers
and brokers, net 2,025,957 1,794,449
Prepaid expenses and other
current assets 189,304 27,638
------------ ------------
Total current assets 9,948,742 6,331,828
Fixed assets, at cost, less
accumulated depreciation 423,285 446,356
Investment in and advances
to subsidiary 987,499 894,997
Notes receivable - brokers 544,882 587,268
Notes receivable from officer 47,429 52,132
Goodwill and other intangibles, net 306,916 335,916
Other assets 303,750 165,863
------------ ------------
Total $ 12,562,503 $ 8,814,360
============ ============
LIABILITIES
Current liabilities:
Notes and advances payable $ 8,904,580 $ 5,090,796
Accounts payable and accrued
expenses 844,907 1,063,343
------------ ------------
Total current liabilities 9,749,487 6,154,139
------------ ------------
Long-term portion of notes
and advances payable 992,564 883,256
------------ ------------
SHAREHOLDERS' EQUITY
Shareholders' equity:
Common shares, $.001 par value,
20,000,000 shares authorized, 3,662,550
shares and 3,615,000 shares issued
and outstanding, respectively 3,663 3,615
Additional paid-in capital 8,268,867 7,953,938
Stock subscription receivable (75,233) (84,331)
Deficit (6,376,845) (6,096,257)
------------ ------------
1,820,452 1,776,965
------------ ------------
Total $ 12,562,503 $ 8,814,360
============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-1
<PAGE> 5
GENERAL CREDIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED THREE MONTHS ENDED
JUNE 30, JUNE 30,
-------------------------- --------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Fee income - net $ 2,790,818 $ 2,303,468 $ 1,362,084 $ 1,198,876
----------- ----------- ----------- -----------
Expenses:
Selling general and 2,084,793 1,773,048 1,087,934 856,797
administrative
Depreciation and amortization 83,514 83,380 41,820 44,303
Equity in income of subsidiary (209,189) (42,091) (118,985) (42,091)
Interest expense - net 797,311 516,045 389,864 296,759
----------- ----------- ----------- -----------
2,756,429 2,330,382 1,400,633 1,155,768
----------- ----------- ----------- -----------
Income (loss) before value of
stock and stock options 34,389 (26,914) (38,549) 43,108
issued
Stock and stock options issued 314,977 -- 48,977 --
----------- ----------- ----------- -----------
Net income (loss) $ (280,588) $ (26,914) $ (87,526) $ 43,108
=========== =========== =========== ===========
Net income (loss) per common share $ (0.08) $ (0.01) $ (0.02) $ (0.01)
=========== =========== =========== ===========
Weighted average number of
common shares outstanding 3,621,793 3,615,000 3,626,888 3,615,000
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-2
<PAGE> 6
GENERAL CREDIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
--------------------------
2000 1999
----------- -----------
<S> <C> <C>
Cash Flows from operating activities:
Net (loss) $ (280,588) $ (26,914)
Adjustments to reconcile net (loss) to
net cash (used in) provided by
operating activities:
Equity in earnings of subsidiary (209,189) (42,091)
Issuance of stock and stock options 314,977 --
Depreciation and amortization 83,514 83,380
Reduction of stock subscription 9,098 7,574
Bad debt expense 150,000 100,000
Change in assets and liabilities
Receivables from customers and brokers (381,508) (262,351)
Prepaid expenses (161,666) (8,358)
Other assets (119,627) 8,609
Accounts payable and accrued expenses (218,436) 390,765
----------- -----------
Net cash (used in) provided by
operating activities (813,425) 250,614
----------- -----------
Cash flows from investing activities:
Purchase of fixed assets (31,443) (131,992)
Decrease in certificate of deposit -- 150,000
Increases in notes receivable (186,000) --
Collections of notes receivable 228,386 --
Increase in officer's life insurance
receivable (18,260) (18,260)
Investment in and advances to subsidiary 116,687 (293,706)
Collection on loans to officer 4,703 2,204
----------- -----------
Net cash provided by (used in)
investing activities 114,073 (291,754)
----------- -----------
Cash flows from financing activities:
Borrowings under long-term and
short term debt agreements 4,044,960 1,332,233
Repayments of long-term and
short term debt (121,868) (1,520,878)
Cash restricted for debt payments -- 800,000
----------- -----------
Net cash provided by
financing activities 3,923,092 611,355
----------- -----------
Net increase in cash and cash
equivalents 3,223,740 570,215
Cash and cash equivalents, beginning
of period 4,509,741 1,335,548
----------- -----------
Cash and cash equivalents, end of period $ 7,733,481 $ 1,905,763
=========== ===========
SUPLEMENTARY INFORMATION:
Interest paid $ 950,597 $ 531,567
=========== ===========
Taxes paid $ 4,690 $ 20,247
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-3
<PAGE> 7
GENERAL CREDIT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The unaudited, condensed consolidated financial statements included herein,
commencing at page F-1, have been prepared in accordance with the requirements
of Regulation S-B and supplementary financial information included herein, if
any, has been prepared in accordance with Item 310 (b) of Regulation S-B and,
therefore, omit or condense certain footnotes and other information normally
included in financial statements prepared in accordance with generally accepted
accounting principles. In the opinion of management, all adjustments (consisting
only of normal recurring accruals) necessary for a fair presentation of the
financial information for the interim periods reported have been made. The
financial statements should be read in conjunction with the financial statements
and notes thereto, together with Management's Discussion and Analysis of
Financial Condition or Plan of Operation, contained in the Company's 1999 Annual
Report on Form 10-KSB. Results of operations for the six and three months ended
June 30, 2000 are not necessarily indicative of the results for a full year.
NOTE 2 - ACQUISITIONS
CASH PAYROLL EXPRESS LLC ("CPE")
On April 27, 1999 the Company acquired an 80.5% common stock ownership in CPE.
However, as a result of a related stockholders agreement, control of CPE and the
Company's share of its earnings are divided equally between the Company and
CPE's minority common shareholder. Accordingly, the Company's interest in CPE is
accounted for on the equity method of accounting. The Company's condensed
consolidated financial information previously reported for the six and three
months ended June 30, 1999 included the accounts of CPE on a fully consolidated
basis. The Company's condensed consolidated financial information for the six
and three months ended June 30, 1999 included herein have been restated to
reflect the equity method of accounting for this investment. While this change
had no effect on previously reported net loss and loss per share, previously
reported fee income was reduced by $129,301 for the six and three months ended
June 30, 1999.
F-4
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
THE FOLLOWING DISCUSSION OF THE FINANCIAL CONDITION OR PLAN OF
OPERATION OF THE COMPANY SHOULD BE READ IN CONJUNCTION WITH THE COMPANY'S
CONSOLIDATED FINANCIAL STATEMENTS AND NOTES THERETO INCLUDED ELSEWHERE IN THIS
REPORT.
OVERVIEW
General Credit Corporation (the "Company") was organized in February
1995. From its inception through May 2, 1997, the Company's operations were
limited to administrative activities. On May 2, 1997, the Company acquired
substantially all of the assets of New York Payroll Factors, Inc. ("NYPF")
concurrently with the closing of the Company's initial public offering of
securities (the "IPO") and commenced operations. For approximately seven years
prior to the IPO, NYPF had been engaged in providing working capital financing
to its customers through the discounted purchase of checks (commonly referred to
as "Check Factoring"). Since May 3, 1997 the Company has provided check
factoring services to its customers, generally on a non-recourse basis with
respect to its customers except to the extent of forged signatures on and stop
payments of the purchased checks. In September 1997 the Company commenced
purchasing credit card sales slips on a discounted non-recourse basis. To date,
although the purchase of credit card sales slips has increased quarter to
quarter, it continues not to be a material part of the Company's business.
RESULTS OF OPERATIONS
For the three and six months ended June 30, 2000, the Company derived
fee income of $1,362,084 and $2,790,818, respectively, from the purchase of
checks and credit card sales slips, compared to $1,198,876 and $2,303,468 for
the three and six months ended June 30, 1999. The face amount of checks
purchased during the three and six months ended June 30, 2000 was approximately
$140,373,000 and $282,022,000, respectively, compared to $118,000,000 and
$220,000,000 for the three and six months ended June 30, 1999, and the face
amount of credit card sales slips purchased during the three and six months
ended June 30, 2000 was approximately $2,984,000 and $5,530,000, respectively,
compared to $796,000 and $1,301,000 for the three and six months ended June 30,
1999. The Company's condensed financial information for the three and six
months ended June 30, 1999 was restated to reflect the recording of the
Company's investment in Cash Payroll Express, LLC under the equity method of
accounting. This change had no effect on previously reported net loss per share
but reduced previously reported fee income by $129,301 for the three and six
months ended June 30, 1999.
Selling, general and administrative expenses, including, among other
expenses, amounts paid in respect of sales representatives, payroll and related
expenses and office overhead costs (including rent) during the three and six
months ended June 30, 2000 was $1,087,934 and $2,084,793, compared to $856,797
and $1,773,048 for the three and six months ended June 30, 1999, respectively.
The increase in the selling, general and administrative expenses is due to the
expenses associated with new locations, including, among other things, increased
payroll and rental expenses. In addition, included in the selling, general and
administrative expenses for the three and six months ended June 30, 2000 is an
increase in the allowance for bad debts in the amount of $75,000 and $150,000,
respectively.
For the three and six months ended June 30, 2000 interest expense, net
of interest income, was $389,864 and $797,311, respectively which reflects the
high interest rate the Company is paying for its borrowings as well as increased
borrowings, compared to $296,759 and $516,045 for the three and six months ended
June 30, 1999.
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For the three and six months ended June 30, 2000, the Company incurred
non-cash expenses of $178,147 and $579,191, as compared to $106,266 and $204,343
for the three and six months ended June 30, 1999, respectively, consisting
primarily of the non-cash expenses associated with the issuance by the Company
of (i) stock options to acquire 230,000 shares of the Company's Common Stock
issued to persons who are neither officers nor directors of the Company; (ii)
47,550 shares of Common Stock to its employees, (iii) the amortization of the
intangible assets resulting from the purchase of the business of a commissioned
agent in September 1997 and another company in April 1999, and (iv) an increase
in the allowance for bad debts in the amount of $75,000 and $150,000 for the
three and six month periods ended June 30, 2000 respectively.
Net loss for the three months ended June 30, 2000 was $87,526 ($.02 per
share) and the net loss for the six months ended June 30, 2000 was $280,588
($.08 per share). Net profit for the three months ended June 30, 1999 was
$43,108 ($.01 per share) and the net loss for the six months ended June 30, 1999
was $26,914 ($.01 per share).
Earnings before taxes, depreciation, the increase in allowance for bad
debts, amortization and common stock and value of stock options issued ("EBTDA")
during the three and six months ended June 30, 2000 was $90,621 or approximately
$.02 per share and $298,603 or approximately $.08 per share, respectively. EBTDA
for the three and six months ended June 30, 1999 was a profit of $149,374 and
$177,429, respectively. EBTDA is not presented as an alternative to operating
results or cash flow from operations as determined by generally accepted
accounting principles ("GAAP"), but rather to provide additional information
related to the ability of the Company to meet current trade obligations and debt
service requirements. EBTDA should not be considered in isolation from, or
construed as having greater importance than, GAAP operating income or cash flows
from operations as a measure of an entity's performance.
LIQUIDITY AND CAPITAL RESOURCES
The Company's capital requirements generally increase proportionately
to the aggregate face amount of checks purchased, although more rapid collection
of purchased checks can mitigate the Company's cash needs.
The Company finances its operations principally through (i) cash flow
generated from operations; (ii) a $500,000 working capital loan (the "$500,000
Loan") provided by the wife of a sales representative of the Company; (iii) a
demand loan from an unaffiliated third party in the principal amount of $2.15
million (the "$2.15 Million Dollar Loan"); (iv) a term loan due March 2003 from
Irwin Zellermaier, the Company's Chief Executive Officer and Chairman of the
Board in the principal amount of $38,076 as of June 30, 2000 (the "Zellermaier
Loan"); (v) a demand loan from an entity controlled by Irwin Zellermaier and
Greg Ronan, a director of the Company and an attorney with a law firm who
provides legal services to the Company, in the principal amount of $479,342 as
of June 30, 2000 (the "Zellermaier Entity Loan"); (vi) a term loan due August 31
, 2000 from a bank in the principal amount of $250,000 (the "$250,000 Bank
Loan"); (vii) a demand loan from Marjory Nimberg, the sister-in-law of Gerald
Nimberg, the Company's President, Chief Operating Officer, acting Chief
Financial Officer and a member of the Company's Board of Directors, in the
amount of $181,555 as of June 30, 2000 (the "Marjory Nimberg Loan"); (viii) a
demand loan from an unaffiliated third party in the principal amount of $900,000
as of June 30, 2000 (the "900,000 Loan"); (ix) a demand loan from an employee of
the Company in the principal
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amount of $80,000 as of June 30, 2000 (the "80,000 Loan"); (x) demand loans from
unaffiliated third parties in the aggregate principal amount of approximately
$267,000 as of June 30, 2000 (the "Aggregate Loans"); (xi) a working capital
credit facility in the aggregate original principal amount of up to $1.6 million
(the " Credit Facility") provided by a corporation (the "Affiliated
Corporation"), in part owned by Gerald Schultz, the former owner of NYPF and Ann
Nimberg, the wife of Gerald Nimberg, and (xii) short term working capital loan
arrangements with various banks and lenders, unaffiliated with the Company, who
extend credit to the Company based upon uncollected checks purchased by the
Company and deposited for payment. This credit has, from time to time, reached
approximately $3 million and is typically repaid with interest or uncollected
bank charges daily or every few days (the "Uncollected Check Loans").
As of June 30, 2000, the principal amount owed under the $2.15 Million
Dollar Loan was $2.15 million, which amount is payable by the Company upon
demand. Interest at 24% per annum on the $2.15 Million Dollar Loan is paid by
the Company monthly.
Pursuant to the $500,000 Loan, the Company is obligated to pay, on a
monthly basis, only interest at 21% per annum on the outstanding principal
amount under the $500,000 Loan. All accrued but unpaid interest together with
the principal amount outstanding under the $500,000 Loan is due to be repaid by
the Company in November 2001. The Company may prepay the $500,000 Loan without
premium or penalty.
As of June 30, 2000, the principal amount owed under the Zellermaier
Loan was approximately $38,000. The Company is obligated to make monthly
payments on the Zellermaier Loan through March 2003 consisting of principal and
interest at 11.9% per annum.
As of June 30, 2000, the principal amount owed under the Zellermaier
Entity Loan was $479,342. The principal amount of the Zellermaier Entity Loan is
repayable by the Company on demand. Interest at 21% per annum is payable monthly
by the Company on the Zellermaier Entity Loan.
As of June 30, 2000, the principal amount owed under the $250,000 Bank
Loan was $250,000. Pursuant to the $250,000 Bank Loan the Company is obligated
to pay interest amounts monthly at four basis points above the prime rate of
interest and is obligated to repay all accrued but unpaid principal amounts on
August 31, 2000.
As of June 30, 2000, the principal amount owed under the $900,000 Loan
was $900,000, which amount is payable by the Company upon demand. Interest at
17.1% on the $900,000 Loan is paid by the Company monthly.
As of June 30, 2000 the amount owed under the Marjory Nimberg Loan was
$181,555 which includes interest accrued at 21% per annum. The Marjory Nimberg
Loan is payable by the Company upon demand.
As of June 30, 2000, the amount owed under the $80,000 Loan was $80,000
which is payable by the Company upon demand. Interest at 21% per annum is
payable monthly by the Company on the $80,000 Loan.
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As of June 30, 2000, the amount owed under the Aggregate Loans is
approximately $267,000 which is payable by the Company upon demand. The interest
rates range from 18% to 21% per annum payable monthly by the Company on the
Aggregate Loans.
Pursuant to the terms of the Credit Facility, the Affiliated
Corporation established a credit facility in favor of the Company in the
aggregate principal amount of $1.6 million. As of June 30, 2000, the amount of
credit extended by the Affiliated Corporation to the Company under the Credit
Facility was $1.6 million. The Company's repayment obligations under the Credit
Facility are secured by, among other things, all of the Company's accounts
receivable and certain fixtures and equipment at the Company's leased premises.
The Credit Facility requires that the Company maintain collateral in the form of
uncollected purchased checks or cash in the minimum amount of $1.6 million (the
"Collateral Requirement"). Pursuant to the Credit Facility, the full amount of
the Credit Facility is due and payable, in the event, among other things: (i)
the Company's fee income is less than $1 million each quarter; (ii) the
Company's cash balances are less than $4 million (which amounts are exclusive of
the Collateral Requirement); or (iii) the Company does not deliver to the
Affiliated Corporation its audited financial statements before the date which is
90 days from December 31.
In order for the Company to grow and purchase checks, it requires
capital. To date, the Company has not had adequate cash resources to satisfy the
demand it perceives for its check purchasing services. To the extent the Company
has borrowed capital, it has incurred very high interest rates. The Company is
currently seeking additional debt or equity financing to replace the financing
previously provided by the Long Term Loan and to attempt to fund expansion of
the Company's business. There can be no assurances that additional financing
will be available on terms favorable to the Company, if at all. If adequate
funds are not available or are not available on acceptable terms, the Company
may not be able to maintain or improve operating results, fund growth, take
advantage of certain acquisition opportunities or respond to competitive
pressures.
As of June 30, 2000, the Company had available cash and cash
equivalents and certificates of deposit of approximately $7,733,000 as compared
to approximately $4,510,000 as of December 31, 1999.
EFFECTS OF INFLATION
The Company believes that the results of its operations could be
materially impacted by inflation, including increases in interest rates
generally, if inflation materially adversely affected the operations of the
Company's customers and their customers, and if inflation materially increased
the Company's costs of obtaining working capital (e.g., if the Company entered
into larger lines of credit in lieu of its maintaining some of the current bank
deposits against which it negotiates checks purchased by it).
FORWARD LOOKING INFORMATION MAY PROVE INACCURATE
This Quarterly Report on Form 10-QSB contains certain forward-looking
statements and information relating to the Company that are based on the beliefs
of management, as well as assumptions made by and information currently
available to the Company. When used in this document, the word "anticipate,"
"believe," "estimate," "expect" and "intends" and similar expressions, as they
relate to the
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Company, are intended to identify forward-looking statements. Such statements
reflect the current views of the Company with respect to future events and are
subject to certain risks, uncertainties and assumptions, including the
uncertainty associated with the Company's acquisition of additional financing,
those described in this Quarterly Report on Form 10-QSB, the Company's
Registration Statement on Form SB-2 (SEC File No. 333-09831) declared effective
by the Securities and Exchange Commission on April 25, 1997 and periodic reports
filed by the Company. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results
may vary materially from those described herein as anticipated, believed,
estimated or expected. The Company does not intend to update these
forward-looking statements.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is currently a plaintiff in a lawsuit against a bank
seeking $2 million of damages arising out of an alleged breach of contract and
alleged improper return of checks. In connection with this lawsuit, the bank has
counter-claimed against the Company seeking $10 million in damages arising out
of bank charges for returned checks which the bank alleges the Company has not
paid (the "$10 Million Counterclaim"). In addition, the bank has filed a
separate counterclaim against the Company seeking $204,000 in damages arising
from returned checks. The Company is vigorously defending against the
counterclaims. Based on advice of its counsel, the Company believes the $10
Million Counterclaim is without merit or legal basis.
In April 2000 the Company was served with a complaint from an
unaffiliated third party plaintiff alleging that the Company refused to comply
with the plaintiff's request to remove the transfer restrictions on 215,000
shares of Common Stock allegedly owned by the plaintiff. The plaintiff has
requested a judgment be entered in the amount of approximately $600,000 or in
the alternative that the court order the Company to immediately remove the
transfer restrictions on such shares allegedly owned by the plaintiff. The
Company is currently evaluating the allegations made in the complaint and has
entered into settlement discussions with the complainant.
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The Company is engaged from time to time as plaintiff in litigation
relating to collection of returned checks. Such litigation has not historically
had any material effect on its financial condition or results of operations.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
<TABLE>
<CAPTION>
DATE OF EXERCISE PAR
NAME SHARES GRANT EXPIRATION PRICE VALUE
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Martin 5,000 May 24, 2000 May 24, 2002 $.60 $.001
Schockner
-------------------------------------------------------------------------------------------------------------------------
Melvyn 50,000 May 24, 2000 May 24, 2002 $.60 $.001
Dobrichovsky
-------------------------------------------------------------------------------------------------------------------------
Irwin 200,000* July 18, 2000 Three years from $.80 $.001
Zellermaier the date of the
close of the
Diamond Dealing
transaction **
-------------------------------------------------------------------------------------------------------------------------
Gerald Nimberg 200,000* July 18, 2000 Three years from $.80 $.001
the date of the
close of the
Diamond Dealing
transaction **
-------------------------------------------------------------------------------------------------------------------------
</TABLE>
* These options are exercisable for a period of three years commencing
upon the date of the closing, if any, of the Merger (as defined in Item 5
below).
** The details of the Diamond Dealing transaction are defined in Item 5
below.
In June 2000, the Company issued to its employees an aggregate of
47,550 shares of its Common Stock.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
During the second quarter ended June 30, 2000, no matters were
submitted to a vote of security holders of the Company, through the solicitation
of proxies or otherwise.
ITEM 5. OTHER INFORMATION
On July 18, 2000 the Company and its wholly owned subsidiary
corporation DDI Acquisition Corp. ("Acquisition") entered into an Agreement and
Plan of Merger and Reorganization (the "Agreement") with
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Diamond Dealing.com, Inc. ("Diamond") pursuant to which, subject to certain
conditions precedent, Acquisition will be merged with and into Diamond. Upon the
consummation of the Merger, the Company will change its name to "Diamond
Dealing.com, Inc." A copy of the Agreement is filed as an exhibit to the
Company's Form 8-K dated July 18, 2000. Upon consummation of the Merger, Diamond
will become a wholly-owned subsidiary corporation of the Company and Acquisition
will cease to exist (the "Merger"). Pursuant to the Agreement, at the closing of
the Merger, holders of Diamond's common stock will receive, in the aggregate,
33,674,450 shares of the common stock of the Company, which after the
consummation of the Merger will result in Diamond's stockholders owning
approximately 85% of the outstanding shares of the Company, after giving effect
to the conversion of all outstanding stock options of the Company. Immediately
prior to the consummation of the Merger, the Company will transfer substantially
all of its assets and liabilities to its wholly owned subsidiary General Credit,
Inc. ("GCI") and distribute all of the outstanding shares of the common stock of
GCI pro-rata to its stockholders as a dividend (the "Spin-Off"). In connection
with the consummation of the Spin-Off and subject to compliance with applicable
law, GCI intends to issue to the holders of outstanding stock options and
warrants to purchase shares of Common Stock in the Company, like options and
warrants to purchase shares of Common Stock in GCI. The receipt of securities in
the Spin-Off will be taxable events for stockholders of the Company.
The consummation of the Merger and the Spin-Off is subject to approval
by both the stockholders of the Company and DDI, the receipt of all necessary
regulatory approvals and other customary conditions. The Agreement may be
terminated by the parties if the Merger is not consummated by December 31, 2000.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
NUMBER DESCRIPTION
------ -----------
27.1 Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K
On July 20, 2000, the Company filed a Current Report on Form
8-K dated July 18, 2000 reporting the Merger and the Spin-Off.
8
<PAGE> 15
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
GENERAL CREDIT CORPORATION
Date: August 21, 2000 By: /s/ IRWIN ZELLERMAIER
---------------------------
Irwin Zellermaier,
Chief Executive Officer
Date: August 21, 2000 By: /s/ GERALD NIMBERG
--------------------------
Gerald Nimberg,
Principal Financial and
Accounting Officer
9
