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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
July 31, 1997
Date of Report (Date of earliest event reported)
FINANCIAL SERVICE CORPORATION
(Exact Name of Registrant as Specified in Charter)
Georgia 33-35889 58-1842822
(State of Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
2300 Windy Ridge Parkway, Suite 1100
Atlanta, Georgia 30339
(Address of Principal Executive Offices)
(770) 916-6500
(Registrant's telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Page 1 of 4 pages, including exhibits.
The exhibit index is found at page 4.
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Item 5. Other Events.
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On July 25, 1997, Financial Service Corporation (the "Company") and
SunAmerica Inc. ("SunAmerica") issued a Joint Press Release announcing the
Company's acceptance of SunAmerica's proposal for the purchase of the Company.
Reference is made to the full text of the Joint Press Release, which is
incorporated by reference herein and attached hereto as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits.
EXHIBIT NO. DESCRIPTION
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99.1 Joint Press Release, dated July 25, 1997, of SunAmerica Inc.
and Financial Service Corporation
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SIGNATURE
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.
FINANCIAL SERVICE CORPORATION
Dated: July 31, 1997 By /s/ Barry F. Kane
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Barry F. Kane
Senior Vice President
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE
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99.1 Joint Press Release, dated July 25, 1997, of
SunAmerica Inc. and Financial Service Corporation
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EXHIBIT 99.1
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[SUNAMERICA LETTERHEAD]
FOR IMMEDIATE RELEASE
SUNAMERICA UNIT TO ACQUIRE FINANCIAL SERVICE CORPORATION
INCREASES OWNED BROKER-DEALER FORCE BY 20%
LOS ANGELES - July 25, 1997 -- SunAmerica Inc. (NYSE:SAI) today announced
it has agreed to acquire Financial Service Corporation (FSC). FSC owns FSC
Securities Corporation, a national securities broker-dealer. Completion of the
acquisition, expected prior to the end of the calendar year, is subject to
certain conditions, including required regulatory approvals, completion of due
diligence reviews and related agreements. Shareholders representing a majority
of the outstanding shares of FSC have entered into an option and voting
agreement in favor of SunAmerica and the proposed transaction.
FSC, founded in 1958 and based in Atlanta, has approximately 1,500
affiliated independent registered representatives across the U.S. SunAmerica
plans to operate FSC as a stand-alone broker-dealer in Atlanta. SunAmerica
currently owns three independent broker-dealers -- Royal Alliance, SunAmerica
Securities and Advantage Capital -- whose combined force of 7,400 registered
representatives represents the fifth-largest securities sales force in the
nation. In keeping with its ongoing strategy to expand its broker-dealer
business, SunAmerica's acquisition of FSC will add a fourth broker-dealer and
increase the size of its existing broker-dealer force by more than 20%, to
nearly 9,000 representatives.
"FSC is an outstanding organization with a strong management team and
quality employees, and its representatives are among the most highly regarded in
the industry," said Gary Krat, chairman of SunAmerica's broker-dealers.
"Growing our financial planner broker force is a top priority for SunAmerica and
we will be fortunate to have FSC chairman Jim Wisner and his well-respected
company as part of the SunAmerica family."
Wisner, 55, joined FSC in 1985 and has served as chairman, president and
chief executive officer since 1989. He brings to SunAmerica a long history of
successful management of broker-dealer operations. Prior to his current post at
FSC, Wisner was president of MONY Securities Corp., a registered broker-dealer
and former affiliate of FSC. He serves on the board of directors of the IAFP's
Foundation for Financial Planning and is a past chairman of the Broker-Dealer
Advisory Committee. He is past vice chairman of the NASD District Business
Conduct Committee and treasurer of the Board of Governors of The Certified
Financial Planner Board of Standards. Wisner also is past chairman of the board
of regents of the College for Financial Planning/National Endowment for
Financial Education.
"This is a positive step for our organization," Wisner said. "SunAmerica
understands the importance of the independent representative in today's rapidly
changing financial markets. We will have the support of a highly regarded
industry leader with the capital strength and technology to enhance service to
our representatives and help us grow."
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Financial Service Corporation is one of the nation's oldest firms serving
independent financial services professionals. Through its subsidiaries -- FSC
Securities Corporation and FSC Agency -- it distributes financial products and
services in the U.S. via professional financial advisors, registered
representatives and home office associates. In addition to being a registered
broker-dealer and member NASD/SIPC, FSC Securities Corporation provides
distinctive, value-added RIA services and access to third-party providers.
SunAmerica is a financial services company specializing in retirement
savings and investment products and services. The company holds more than $48
billion of assets, including approximately $33 billion on its balance sheet,
more than $2 billion managed in mutual funds and private accounts, and nearly
$13 billion under custody in retirement trust accounts.
Contact:
Karel Carnohan, Vice President
(310) 772-6535
Brent Zimmerman, Senior Manager
(310) 772-6534
