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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES ACT OF 1934
Date of Report (Date of earliest event reported): MARCH 25, 1999
___________________
JMC GROUP, INC.
(Exact name of registrant as specified in charter)
DELAWARE 0-12926 95-2627415
(State of other jurisdiction (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
9710 SCRANTON ROAD, SUITE 100, SAN DIEGO, CALIFORNIA 92121
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 619-450-0055
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Item 5. Other Events.
On March 25, 1999, the Company announced an agreement in
principle for a business combination between JMCG and privately
held Fechtor, Detwiler & Co., Inc., a registered broker-
dealer headquartered in Boston, Massachusetts. The merger is
subject to the execution of a definitive agreement, stockholder
approval and regulatory approval, as well as completion of due
diligence and receipt by the JMCG Board of Directors of a
fairness opinion.
A copy of the press release concerning this announcement is
attached as an exhibit to this Report and is hereby incorporated
by reference.
Item 7. Financial Statements and Exhibits.
The Following exhibit is filed herewith:
Exhibit 28.1 March 25, 1999 Press Release
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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.
JMC GROUP, INC.
Dated: March 30, 1999 By: /s/ ROBERT E. JEFFORDS
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Robert E. Jeffords
Assistant Secretary
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NEWS RELEASE JMCG
______________________________________________________________________________
CONTACT: JAMES K. MITCHELL CONTACT: FECHTOR, DETWILER & CO., INC.
CHAIRMAN, PRESIDENT AND SHELDON FECHTOR, CHAIRMAN
CHIEF EXECUTIVE OFFICER RICHARD FECHTOR, PRESIDENT & CEO
TELEPHONE:(619)450-0055 XT. 114 TELEPHONE: (617) 747-0159
JMC GROUP, INC. AND FECHTOR, DETWILER & CO., INC. AGREE TO PURSUE MERGER
SAN DIEGO, CA / BOSTON, MA - (March 25, 1999) - JMC Group, Inc. ("JMCG")
(NASDAQ: JMCGC; PCX: JMC) and privately held Fechtor, Detwiler & Co., Inc.
("FEDE"), a registered broker dealer, headquartered in Boston,
Massachusetts, today announced an agreement in principle for a business
combination of the two companies. The merger is subject to the execution
of a definitive agreement, stockholder approval and regulatory approval, as
well as completion of due diligence and receipt of a fairness opinion.
The merger is intended to create an entity that will combine the financial
services, including financial management, institutional and retail
brokerage, trading, investment banking, computer/information systems of
FEDE with the additional customer base, investment products and marketing
management skills of JMCG.
Under the terms of the proposed merger, FEDE stockholders will receive
newly issued shares of JMCG. Following the transaction, it is anticipated
that current JMCG stockholders will own approximately 48% of the newly
merged company. The proposal is expected to be voted upon by stockholders
of JMCG in June.
James Mitchell, chairman and chief executive officer of JMCG, commented
"JMCG has continued to pursue strategic alternatives to diversify our
business and build stockholder value, and a merger with FEDE offers an
opportunity to effectively achieve those goals."
Terms of the merger are subject to the execution of a definitive agreement,
expected in two to three weeks, and is anticipated to be a tax free
reorganization. The merged company will be headquartered in Boston with
operations in San Diego being expanded to better serve California and the
West Coast markets. James Mitchell & Co., the operating subsidiary of
JMCG, will be a wholly owned subsidiary of the combined company and will
continue to be based in San Diego. The executives of both JMCG and FEDE
will continue to be actively involved in the operations of the merged
company.
JMCG said its Annual Meeting, earlier scheduled for May 3, 1999, would
probably be postponed to allow time for preparation and submission of proxy
materials for stockholder voting on the proposed merger.
JMC G R O U P , I N C .
9710 SCRANTON ROAD SUITE 100
SAN DIEGO, CA 92121
TELEPHONE (619)450-0055 FACSIMILE (619)450-9102
