<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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: APRIL 17, 1997
(Date of earliest event reported)
M T FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
NEVADA 0-95440 36-4010347
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation Identification No.)
or organization)
875 NORTH MICHIGAN AVENUE
SUITE 2930
CHICAGO, ILLINOIS 60611
(Address of principal executive offices) (Zip Code)
(312) 397-2620
(Registrant's telephone number including area code)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
ITEM 5. OTHER EVENTS.
M T Financial Group, Inc. (the "Company") has entered into a Plan and
Agreement of Recapitalization and Merger, dated as of April 17, 1997, with
Photogen, L.L.C. and certain other parties. See the press release announcing
the execution of that Agreement attached as Exhibit 99 hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) The following exhibits are filed with this report:
99. Press release of the Company, dated April 18, 1997, relating to
the transactions in the Agreement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
M T Financial Group, Inc.
/s/ Kathleen A. Beauchamp
-------------------------------
Date: April 18, 1997 Kathleen A. Beauchamp, Secretary
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
99 Press release of the Company, dated April 18, 1997, relating to
the transactions in the Agreement.
<PAGE>
EXHIBIT 99
FOR IMMEDIATE RELEASE
CHICAGO, ILLINOIS APRIL 18, 1997
M T Financial Group, Inc. of Chicago, Illinois and Photogen L.L.C. of
Knoxville, Tennessee today jointly announced the signing of a Plan and Agreement
of Recapitalization and Merger for the combination of the two companies.
M T Financial is currently controlled by Theodore Tannebaum.
Mr. Tannebaum and Robert J. Weinstein, M.D., formerly Chairman and President,
respectively, of Chicago-based HMO America which was acquired in 1993 by United
HealthCare, will be associated with the Company after the closing. The Company
will provide $3 million of first round financing to continue development of
Photogen's technology. M T Financial has been an inactive public company
seeking an acquisition since Mr. Tannebaum gained control of it in late 1994.
Photogen, recently organized by a group of scientists associated with
the Oak Ridge National Laboratory, Oak Ridge, Tennessee, is attempting to
develop proprietary laser-based technologies to enhance the safety and efficacy
of photodynamic therapy (PDT) and photodynamic imaging for the diagnosis and
treatment of cancer and infectious diseases. Photogen's technology consists of
two inventions covered by patent applications pending with the United States
Patent and Trademark Office.
PDT has been used successfully in the treatment of cancers for some
time. A June 10, 1996 article in BUSINESS WEEK entitled "A Ray of Hope for
Cancer Patients" reported the use of PDT to successfully treat a patient with a
cancerous esophageal tumor. The patient took Photofrin, a photoactive drug that
accumulates in cancerous cells. Three days later, the physician exposed the
tumor to low-power red laser light for one-half hour. This light triggered a
reaction that destroyed the cancer cells without burning surrounding tissue. As
that article reported, Japanese clinical trials of PDT using Photofrin produced
"complete remission in 90% of patients with [early lung] cancer and in more than
80% of those with early stage esophagus, stomach and cervix cancers."
Because current laser activation systems for photodynamic
pharmaceuticals cannot penetrate very deeply through the skin or have the energy
confined to the focus of the laser beam, PDT has to date been limited for the
most part to the treatment of topical or easily accessible cancers. Many
internal organs and muscle tissue can not be reached, except by invasive
surgical procedures. Photogen scientists have demonstrated the ability to focus
laser light in phantom tissue at a depth of up to 4 cm, and believe that
efficacy at greater depths may be attainable. Photogen's technology extends PDT
into deep tissue without surgery, by using a specially-designed laser operating
in a certain part of the spectrum. Laser light at these wavelengths is believed
capable of penetrating deeply into living tissue, activating photoactive drugs
and imaging agents. The ability
<PAGE>
to extend the range of PDT beyond topical and intra-cavitary applications will
dramatically increase the number of cancer sites which can be treated with
light-activated drugs.
Photogen scientists are also attempting to develop laser-based imaging
systems capable of producing high resolution three-dimensional diagnostic
images. Unlike conventional imaging techniques, which detect differences in
tissue density, Photogen's imaging systems will employ light-activated imaging
agents to detect diagnostically significant features at the cellular level.
Because no ionizing radiation is used, this procedure can be administered as
often as desired without harmful effect.
Since Photogen's PDT methods are compatible with existing FDA-approved
drugs like 8-methoxypsoralen and Photofrin, initial human testing will focus on
applications that can be addressed with such agents. In order to minimize risk
and reduce time to market, Photogen intends to pursue strategic alliances with
the manufacturers of these and other photoactive pharmaceuticals and imaging
agents, as well as developers and manufacturers of medical lasers and medical
imaging systems.
The business combination of M T Financial and Photogen is expected to
close in approximately 30 days; however, the closing is subject to typical
closing conditions including completion of due diligence and shareholder
approval. In the transaction, M T Financial will change its name to Photogen
Technologies, Inc. and become the holding company of Photogen, Inc., a
newly-formed operating company which will hold the Photogen technology after the
closing. Photogen, Inc. will employ Dr. Eric A. Wachter, Ph.D., Dr. Walter G.
Fisher, Ph.D., Dr. Craig Dees, Ph.D., the three inventors of the technology, as
research scientists, and John Smolik, its current CEO, as President and CEO of
the holding company and Photogen, Inc. (See their attached biographies).
The transaction will result in a change of control of M T Financial.
At closing, there will be 36 million shares of common stock outstanding, of
which Mr. Tannebaum, Dr. Weinstein and several other Chicago investors will own
approximately 11 million shares (30%), the Photogen group will own 24 million
shares (67%) and the public (approximately 450 shareholders) will own
approximately 1 million shares (3%). The Company's five-man board of directors
will include: John Smolik, the three inventors (Drs. Wachter, Fisher and Dees)
and Dr. Weinstein. Unanimous board approval will be required for all
extraordinary transactions.
The statements in this press release that relate to the description of
Photogen's business are forward looking statements. Such forward looking
statements involve risks and uncertainties relating to, without limitation, the
issuance of Letters Patent in the United States and worldwide covering the
Company's principal claims in its pending patent applications, the demonstration
of safety and efficacy of Photogen's technology in animal and human models, and
receipt of appropriate regulatory approvals from the U.S. Food and Drug
Administration and other agencies. While the Company is optimistic about
receiving patent protection in the United States and in the industrialized
countries of the world regarding its
<PAGE>
principal claims and in overcoming the risks referred to above, no assurance of
such results can be made at this time.
Completing human testing and seeking FDA licensure of therapeutic and
diagnostic modalities is expected to take considerably longer than a year and
will require substantial additional financing or contributions from strategic
partners, perhaps as much as $50 million. While the Company is guardedly
optimistic about achieving these goals, it cannot, however, provide assurances
that it will successfully achieve these goals or the commercial development of
its technology in the foreseeable future. The Company's success in the
commercialization of its technology must at this time be deemed speculative.
For further information regarding Photogen, please call John Smolik at
423/482-3671; and regarding M T Financial, please call Theodore Grippo, the
Company's counsel at 312/704-7720.
<PAGE>
BIOGRAPHICAL INFORMATION
DR. ERIC A. WACHTER has a Ph.D. in chemistry from the University of
Wisconsin-Madison, 1988; a B.S. in chemistry (cum laude) in the honors program,
Indiana University, Bloomington, 1984. Dr. Wachter is a physical-analytical
chemist who is competent in the fields of biochemistry, optical spectroscopy and
instrumentation research and development. He has numerous technical
publications in these fields along with two U.S. Patents, numerous pending
patent applications and numerous patent disclosures. Dr. Wachter's primary
fields of expertise are in non-invasive detection of trace compounds and signal
analysis for high precision detection of labelled materials in a complex
background matrix.
DR. WALTER G. FISHER has a Ph.D. in chemistry from Purdue University, 1992;
a B.S. in chemistry from the University of Cincinnati in 1985. Dr. Fisher is a
physical-analytical chemist who is competent in the related fields of molecular
spectroscopy, non-lineal laser physics and photochemistry. He has a number of
technical publications in three fields with one issued U.S. Patent, several
pending patent applications and patent disclosures. He has pioneered
development of new laser methods for ultra-sensitive detection of tagged
molecules and has helped develop the fundamental theory and practice of chemical
physics for transient excited-state compounds.
DR. CRAIG DEES has Ph.D. in molecular biology from the School of Veterinary
Medicine, University of Wisconsin-Madison, 1984; an M.S. in immunology, School
of Veterinary Medicine, Auburn University, 1984; a B.S. in microbiology, Brigham
Young University, 1974. Dr. Dees is a molecular biologist who is competent in
the related fields of molecular virology, microbiology, immunology and
biochemistry. He has many technical publications in these fields, patents and
numerous patent disclosures. Dr. Dees has extensive experience (over 10 years)
in licensing products related to Photogen's inventions, regulatory affairs
required in the release of products related to Photogen's inventions, analyses
of marketing potential and technical transfer of commercial products to the
market place. Dr. Dees has made several preeminent technical contributions to
the commercial introduction of biotechnology-derived products for diagnostic
assays and vaccines into the market place. He has also made significant
contributions to federal law regulating introduction of biotechnology derived
products.
JOHN T. SMOLIK has an MBA from the University of Connecticut, 1976; a B.S.,
chemical engineering, University of Washington, 1971. Mr. Smolik has over 25
years of experience in pharmaceutical, medical diagnostic and industrial enzyme
businesses. He also brings broad-based skills in general management, corporate
development, manufacturing, engineering, process development, regulatory affairs
and quality management. Mr. Smolik is one of the founders of Genencor
International Inc. and Genace L.L.C.
