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):
October 31, 1999
UNIVERSAL MONEY CENTERS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Missouri 1-08460 431242819
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(State of Incorporation) (Commission File Number) (IRS Employer Identification
Number)
6800 Squibb Road, Mission, KS 66202
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(Address of Principal Executive Offices) (Zip Code)
(913) 831-0255
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former name or former address, if changed since last report)
<PAGE>
Item 2. Acquisitions and Dispositions
(a) On October 31, 1999 (the "Closing Date"), Universal Money Centers,
Inc. (the "Registrant") consummated the lease with option to buy (the "Lease")
of 58 automatic teller machines ("Leased ATMs") from Dana Commercial Credit
Corporation ("Dana") for $464,000, plus accrued interest from the Closing Date
to the date the Lease Amount is paid in full (the "Lease Amount") pursuant to
the Master Lease Agreement dated as of January 18, 1999 between the Registrant
and Dana, as amended by the Lease Schedule No. 4 dated as of September 30, 1999
and the Acceptance Certificate dated October 31, 1999 (collectively, the
"Agreement"). The Lease Amount is to be paid in installments payable over the
next 60 months in the amount of $10,224.53 per month. Interest accrues on the
outstanding principal balance of the Lease Amount at 11.5% per annum. The
Registrant paid Dana the first payment due November 1, 1999 from working
capital. In connection with the Lease, Dana acquired the Lease ATMs from
American Technology Systems, Inc. ("ATSI") for $545,200 (the "Acquisition
Price") and the Registrant agreed to pay to ATSI $81,200 of the Acquisition
Price pursuant to a promissory note. This amount is to be paid in two
installments of $58,000 and $23,200, the first of which is due on March 10, 2000
and the second of which is due on September 10, 2000. Under the Agreement and at
the end of the Lease term, the Registrant may buy the Leased ATMs from Dana for
their fair market value.
The consideration paid for the Leased ATMs was determined through arm's
length negotiations between the Registrant, Dana and ATSI.
Dana is in the business of financing the buying and reselling or leasing
equipment, including automatic teller machines ("ATMs"), pursuant to capital
leases. The Registrant has entered into other finance leases for ATMs with Dana,
as disclosed in the Registrant's annual and quarterly reports filed with the
Securities and Exchange Commission. ATSI is in the business of buying and
selling computer hardware, including ATMs.
The Registrant acquired the Leased ATMs for placement in certain Kmart
stores. Under a Placement Agreement, Registrant has agreed to place, maintain
and operate the Leased ATMs (along with 89 other ATMs which the Registrant does
not own) in 147 Kmart retail stores located in Michigan, Minnesota, Illinois and
Wisconsin. The Registrant has entered into agreements with the owners of the 89
ATMs to be placed in the Kmart stores, pursuant to which the Registrant will
provide ATM management services with respect to such ATMs.
The foregoing description of the Agreement is a summary of certain of the
provisions of the Agreement. Reference is made to the copies of the Agreement
which are attached hereto as Exhibits 10.1 and 10.2 and are incorporated herein
by reference for all of their terms and conditions.
(b) The Registrant believes that ATSI held the Leased ATMs for resale and
that Dana holds the Leased ATMs for resale and lease. The Registrant intends to
operate the Leased ATMs, and eventually purchase the Leased ATMs.
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<PAGE>
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
None
(b) Pro Forma Financial Statements
None
(c) Exhibits
10.1 Lease Schedule No. 4 dated September 30, 1999 and Acceptance
Certificate dated October 31, 1999 by and between Universal
Money Centers, Inc. and Dana Commercial Credit Corporation.
10.2 Master Lease Agreement dated January 18, 1999 between
Universal Money Centers, Inc. and Dana Commercial Credit
Corporation (incorporated by reference from Exhibit 10.12 of
the Registrant's Annual Report on Form 10-KSB for the fiscal
year ended January 31, 1999).
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report as amended to be signed on its behalf by
the undersigned hereunto duly authorized.
UNIVERSAL MONEY CENTERS, INC.
(Registrant)
/s/ David S. Bonsal
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David S. Bonsal
Chairman of the Board
Date: November 15, 1999
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<PAGE>
EXHIBIT INDEX
Assigned Exhibit Number and Description of Exhibit
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10.1 Lease Schedule No. 4 dated September 30, 1999 and Acceptance Certificate
dated October 31, 1999 by and between Universal Money Centers, Inc. and
Dana Commercial Credit Corporation.
10.2 Master Lease Agreement dated January 18, 1999 between Universal Money
Centers, Inc. and Dana Commercial Credit Corporation (incorporated by
reference from Exhibit 10.12 of the Registrant's Annual Report on Form
10-KSB for the fiscal year ended January 31, 1999).
-5-
Exhibit 10.1
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LEASE SCHEDULE
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LEASE SCHEDULE NO. 004 Dated As Of: SEPTEMBER 30, 1999
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UNDER MASTER LEASE AGREEMENT NO. 5002182 Dated As Of: JANUARY 18, 1999
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This Lease Schedule between Dana Commercial Credit Corporation ("Lessor") and
UNIVERSAL MONEY CENTERS, INC. ("Lessee") is executed pursuant to the Master
Lease Agreement referenced above ("Master Lease"), the terms and conditions of
which are incorporated herein by reference and shall be deemed a part of this
Lease Schedule. The equipment described in Schedule A hereto ("the Equipment")
is leased pursuant to the terms and conditions of this Lease Schedule and the
Master Lease. This Lease Schedule shall be deemed a separate instrument of
lease. Capitalized terms used without definition in this Lease Schedule shall
have the meanings ascribed to them in the Master Lease.
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Equipment Location: Stated on Schedule A, attached hereto and incorporated
herein.
Intentionally Omitted
Stipulated Loss Value: Stated on Exhibit 1, attached hereto and incorporated
herein.
Acceptance Date: As stipulated on the Acceptance Certificate referring to this
Lease Schedule to be separately executed by Lessee upon delivery and acceptance
of the Equipment and acknowledged by Lessor.
Lease Term: Commences on the Acceptance Date and continues 60
months after the Basic Rent Commencement Date.
Basic Rent Commencement Date: 1st day of the month immediately
following the Acceptance Date of the Lease Schedule.
Classification of Equipment: 5 year property.
Rent: An amount equal to the sum of:
(i) Interim Rent in an amount equal to 1/30th of the Basic Rent (defined
below) multiplied by the number of days from and including the
Acceptance Date to the Basic Rent Commencement Date, which amount
shall be payable on the Basic Rent Commencement Date and
(ii) 60 monthly rental payments each in the amount of $10,224.53 ("Rent")
plus any applicable sales/use tax and other charges under the Master
Lease and this Lease Schedule commencing on the Basic Rent
Commencement Date and on the 1st day of each month thereafter ("Rent
Payment Date") for the entire Lease Term.
The parties agree that this lease is a "finance" lease as defined by Article
2A-103(g) of the Uniform Commercial Code. Lessee acknowledges that it has either
(a) received, reviewed and approved any written supply contract from the
manufacturer or supplier ("Supplier") covering the Equipment purchased from
Supplier by Lessor for lease to Lessee, or (b) been informed of the identity of
the Supplier covering the Equipment, that it may have rights under the supply
contract and that Lessee may contact Supplier for description of such rights.
This Lease Schedule will apply only to Equipment accepted on or before OCTOBER
31, 1999.
Dated as of SEPTEMBER 30, 1999. By execution hereof, the signer
certifies that he/she has read,
accepted and duly executed this
Lease Schedule to the Master Lease
on behalf of Lessee.
LESSOR: Dana Commercial Credit Corporation LESSEE: UNIVERSAL MONEY CENTERS,INC.
By: /s/ Dana Commercial Credit Corp. By: /s/ John L. Settles
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Title: Title: President
<PAGE>
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STIPULATED LOSS VALUE
EXHIBIT 1
UNIVERSAL MONEY CENTERS, INC.
LEASE NO. 5002182-004
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Period $ Amount Period $ Amount
- ------ -------- ------ --------
1 502,663.03 31 303,668.81
2 497,465.26 32 295,809.80
3 491,950.00 33 287,918.22
4 486,361.34 34 279,937.42
5 480,698.81 35 271,866.82
6 474,961.90 36 263,762.23
7 469,116.05 37 255,567.01
8 463,194.60 38 247,280.55
9 457,162.97 39 238,958.67
10 451,054.51 40 230,544.71
11 444,868.71 41 222,038.06
12 438,570.97 42 213,438.10
13 432,194.63 43 204,800.63
14 425,739.16 44 196,068.97
15 419,169.96 45 187,298.94
16 412,520.35 46 178,433.84
17 405,789.79 47 169,473.04
18 398,977.76 48 160,472.33
19 392,106.17 49 151,375.02
20 385,152.17 50 142,180.46
21 378,137.68 51 132,944.44
22 371,039.81 52 123,610.25
23 363,858.02 53 114,177.24
24 356,614.22 54 104,644.75
25 349,285.52 55 95,108.76
26 341,871.35 56 85,472.60
27 334,393.63 57 75,832.25
28 326,829.45 58 66,091.05
29 319,178.24 59 56,248.31
30 311,439.41 60 46,400.00
<PAGE>
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ACCEPTANCE CERTIFICATE
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TO LEASE SCHEDULE NO. 004 DATED AS OF: SEPTEMBER 30, 1999
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("LEASE SCHEDULE") UNDER MASTER LEASE NO. 5002182 DATED AS OF JANUARY 18, 1999
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("MASTER LEASE") BETWEEN DANA COMMERCIAL CREDIT CORPORATION ("LESSOR")
AND UNIVERSAL MONEY CENTERS, INC. ("LESSEE").
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1. EQUIPMENT. Lessee hereby acknowledges that the Equipment set forth and
described on the Lease Schedule, which description is fully incorporated herein
and made part hereof in its entirety, has been delivered to the location(s)
indicated in such Lease Schedule, where applicable, installed and otherwise
serviced and completed to the Lessee's satisfaction, inspected by Lessee, found
to be in good operating order and condition and in compliance with all
specifications of Lessee, and has been unconditionally accepted by the Lessee
under the Master Lease and Lease Schedule, all on the Acceptance Date set forth
below. Lessee hereby agrees to faithfully perform all of its obligations under
the Master Lease and Lease Schedule and reaffirms, as of the date hereof, its
representations and warranties as set forth in the Master Lease. Lessee further
reaffirms that Lessee has reviewed and approved the purchase order or agreement
with each Supplier covering the Equipment to be purchased by Lessor for lease to
Lessee, or that Lessee knows the identity of each Supplier, that it may have
rights under any Supply contract from the Supplier, and that Lessee may contact
Supplier for a description of any such rights. Lessee hereby authorizes and
directs Lessor to make payments to each Supplier of the Equipment pursuant to
such Supplier's invoice or any purchase order or agreement with such Supplier.
2. LESSEE ACKNOWLEDGMENTS. Lessee hereby acknowledges its agreement to pay
Lessor rental payments, as set forth in the Lease Schedule, plus any applicable
taxes, together with all other taxes, costs, expenses and charges whatsoever
which Lessee is required to pay pursuant to the Master Lease and Lease Schedule,
in each instance at the times and in the manner set forth in the Master Lease
and the Lease Schedule, respectively. Lessee further acknowledges and agrees
that the rental payments shall be as set forth on the Lease Schedule.
3. ACCEPTANCE DATE:
OCTOBER 31, 1999 LESSEE: UNIVERSAL MONEY CENTERS, INC.
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By: /s/ John L. Settles
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John L. Settles
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NAME TYPEWRITTEN OR PRINTED
Title: President
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ACKNOWLEDGED THIS 28th
DAY OF October, 1999
DANA COMMERCIAL CREDIT CORPORATION
By: /s/ Laura Gibson
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Title: Director of Operations
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