SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): January 21, 1998
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JW CHARLES FINANCIAL SERVICES, INC.
(Exact Name of Issuer as Specified in its Charter)
Florida 0-14772 58-1545984
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(State or Other Jurisdiction of Commission (I.R.S. Employer
Incorporation or Organization) File No. Identification Number)
980 North Federal Highway, Suite 120
Boca Raton, Florida 33432
(561) 338-2600
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(Address and Telephone Number of Issuer's Principal Executive Offices)
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ITEM 5. OTHER EVENTS.
On January 21, 1998, the Registrant issued the press
release attached hereto as Exhibits 99.1
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibit is filed herewith:
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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99.1 Press Release dated January 21, 1998
SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the Registrant has duly caused this Report to be
signed on its behalf by the undersigned hereunto duly authorized.
JW CHARLES FINANCIAL SERVICES, INC.
By: /s/ Joel E. Marks
Joel E. Marks
Vice-Chairman and Chief Financial Officer
Date: January 22, 1998
Exhibit 99
Wednesday January 21, 11:48 am Eastern Time
Company Press Release
JWCHARLES FINANCIAL SERVICES, INC. TO ACQUIRE
GENESIS MERCHANT GROUP SECURITIES
Firm to be Named JW Genesis Financial Corp.
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BOCA RATON, FLORIDA, January 21, 1998 -- JWCharles
Financial Services, Inc. (AMEX: JWC) and Genesis Merchant
Group Securities, LLC announced today that they have entered
into a definitive agreement under which JWCharles will acquire
Genesis in a stock transaction. The transaction will combine
Genesis' institutionally focused research, sales, trading,
private client services and corporate finance expertise with
JWCharles' national retail network and clearing business.
The acquisition of Genesis will accelerate JWCharles'
ability to expand its services to existing clients and at the
same time provide Genesis with the platform from which to
expand its equity underwriting and corporate client base.
Under the structure of the transaction, the two firms
will combine to create a new holding company with the name "JW
Genesis Financial Corp.", which will trade on the American
Stock Exchange in lieu of JWCharles, which will then become a
wholly-owned subsidiary of JW Genesis. Existing shareholders
of JWCharles will exchange their stock for stock of JW Genesis
on a one-for-one basis, and JW Genesis will issue 1,500,000
shares of its common stock to the holders of Genesis' equity
interests. The transaction, which will be accounted for as a
purchase, is expected to be completed this Spring and is
subject to JWCharles' shareholder approval and regulatory
approval as well as other customary conditions of closing.
Based upon JWCharles' closing price on Tuesday, January 20,
1998, the value of the stock to be issued to the Genesis
equity holders is approximately $20 million. Genesis, which
had 1997 revenues of approximately $30 million, has been
operated as a limited liability company and its acquisition is
expected to have an accretive effect on earnings.
"Genesis is a great strategic fit for us on every level,"
said Marshall T. Leeds, Chairman and Chief Executive Officer
of JWCharles. "Genesis is highly-regarded in the financial
services industry and has a strong reputation for innovation
and integrity among clients and competitors. Genesis provides
us with an immediate platform from which to offer to our
clients access new areas of expertise as well as the ability
to provide a broad range of equity underwriting and other
investment banking and investment management services that we
are currently not able to provide."
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"JWCharles is the right partner for us, at the right
time, and in the right place," said Will K. Weinstein,
Chairman of Genesis. "We believe the fit between our
organizations is outstanding and we share a common vision of
our future in the financial services industry. Working
together, our combined customer bases and complementary
services should significantly enhance our market visibility
and the total volume of our combined businesses."
Mr. Leeds added: "We expect that this acquisition will be
the catalyst for accelerated growth, creating more
opportunities for our combined sales, professional and support
staffs. After a brief period of time dedicated to combining
the companies, I fully expect that we will see our numbers
grow. There will be no layoffs, no department closures or
other significant changes. It's simply a great fit."
Following the acquisition, it is expected that Mr.
Weinstein and Phillip C. Stapleton, President of Genesis, will
join the JW Genesis board of directors. Mr. Weinstein is
expected to become Vice Chairman of the Board of JW Genesis,
while Mr. Stapleton is expected to become Chief Operating
Officer of JW Genesis and continue in his current capacity as
President of Genesis. Mr. Leeds will continue as Chairman of
the Board and Chief Executive Officer of JW Genesis.
JWCharles, recognized in 1996 and 1997 by FORBES MAGAZINE
as one of America's 200 Best Small Companies, provides a wide
range of financial services to individuals, businesses and
brokerages through its principal subsidiaries, JWCharles
Securities, Inc., JWCharles Clearing Corp. and Corporate
Securities Group, Inc.
Genesis is a San Francisco-based institutional equity
investment banking firm known primarily for its expertise in
institutional trading and innovative research focused on high-
growth industries. The span of Genesis' businesses includes
institutional research, sales and trading, corporate finance,
brokerage processing and private client services.
THIS PRESS RELEASE CONTAINS CERTAIN FORWARD-LOOKING
STATEMENTS UNDER FEDERAL SECURITIES LAWS, INCLUDING
STATEMENTS REGARDING THE COMPANY'S EXPECTED FUTURE
BUSINESS AND PROSPECTS. THESE FORWARD-LOOKING
STATEMENTS ARE BASED UPON CURRENT EXPECTATIONS AND
INVOLVE CERTAIN RISKS AND UNCERTAINTIES THAT COULD
CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM ANY
SUCH STATEMENT, INCLUDING THE RISKS AND UNCERTAINTIES
DISCUSSED IN THE COMPANY'S PROSPECTUS DATED AUGUST 14,
1997 COMMENCING ON PAGE 23, WHICH DISCUSSION IS
INCORPORATED HEREIN BY REFERENCE.
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Contacts: Margo Vulcich, Investor Relations, 561-338-2721
Joel E. Marks, Chief Financial Officer, 561-338-2803
