SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
AMENDMENT NO. 2 TO
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: June 7, 1996
(Date of earliest event reported)
FIRSTMARK CORP.
(Exact Name of Registrant as Specified in its Charter)
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<S> <C>
Maine 0-20806 01-0389195
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
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222 Kennedy Memorial Drive, 04901
Waterville, Maine (Zip Code)
(Address of Principal Executive Offices)
Registrant's telephone number, including area code:
(207) 873-6362
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Firstmark Corp. (the "Registrant") hereby amends in its entirety the
following item of the Registrant's Current Report on Form 8-K dated June 7, 1996
and filed with the Securities and Exchange Commission (the "Commission") on June
12, 1996, as amended by Amendment No. 1 to the Current Report on Form 8-K/A
dated June 7, 1996 and filed with the Commission on August 22, 1996:
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
See Exhibit 99.2 attached hereto.
(b) Pro Forma Financial Information.
See Exhibit 99.3 attached hereto.
(c) Exhibits.
Exhibit No. Description
2* Agreement and Plan of Reorganization between Southern Capital
Corp., Southern Capital Acquisition Corp. and Firstmark Corp.
dated April 30, 1996.
23.1* Consent of Deloitte & Touche LLP.
99.1* Press Release dated June 10, 1996.
99.2* Financial Statements of Southern Capital Corp.
99.3 Pro Forma Financial Information.
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*Filed Previously
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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.
FIRSTMARK CORP.
(Registrant)
Date: September 27, 1996 By /s/ James F. Vigue
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James F. Vigue
President and Chief
Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
99.3 Pro Forma Financial Information.
EXHIBIT 99.3
Pro Forma Financial Information.
FIRSTMARK CORP.
PRO FORMA FINANCIAL STATEMENTS
The following unaudited pro forma condensed consolidated balance sheet and
statement of operations give effect to the acquisition of Southern Capital,
Corp.("Southern Capital") described in item 2 of this Form 8-KA. The pro forma
information is based on historical financial statements of Firstmark Corp. and
Southern Capital giving effect to the transaction under the purchase method of
accounting and adjustments described in the accompanying explanatory notes to
the unaudited pro forma statements. The June 30, 1996 unaudited pro forma
condensed consolidated balance sheet gives effect to the acquisition as if such
acquisition had occurred on June 30, 1996. The unaudited pro forma condensed
consolidated statement of operations for the year ended June 30, 1996, gives
effect to the acquisition as if such acquisition had occurred on July 1, 1995,
the first day of the period presented.
The unaudited pro forma condensed consolidated financial statements have been
prepared by Firstmark Corp. based upon assumptions deemed proper by it. The
unaudited pro forma condensed consolidated financial statements presented herein
are shown for illustrative purposes only and are not necessarily indicative of
the future financial position or future results of operations of Firstmark, or
the financial position or results of operations of Firstmark that would have
actually occurred had the transaction been in effect as of the date or for the
period presented.
The unaudited pro forma condensed consolidated financial statements should be
read in conjunction with the historical financial statements of Firstmark Corp.
and Southern Capital.
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FIRSTMARK CORP.
PRO FORMA BALANCE SHEET
YEAR ENDED JUNE 30, 1996
(Unaudited)
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<CAPTION>
(Amounts in thousands)
Firstmark Southern Pro Forma Pro Forma
Corp. Capital Adjustments Combined
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ASSETS
Cash and cash equivalents $ 658 $ 982 $ 1,640
Investments - interest bearing time deposits - 63 63
Investments - trading 386 - 386
Investments - available for sale 957 399 1,356
Investments - held to maturity - 1,979 1,979
Real estate and timber 1,175 - 1,175
Other Investments 1,554 506 $ 412 (a) 2,472
Notes and accounts receivable 501 1,174 1,675
Title plant - 42 3,502 (a) 3,544
Property - net 154 634 350 (a) 1,138
Other assets 285 669 535 (b) 1,489
========== ========== ================= =============
Total Assets $ 5,670 $ 6,448 $ 4,799 $ 16,917
========== =========== ================= =============
LIABILITIES
Borrowed funds $ - $ 682 $ 682
Other accrued liabilities 196 310 506
Reserve for policy claims - 945 945
Deferred income tax liability - 655 655
Convertible notes payable 1,035 - 1,035
Negative goodwill 2,123 $ (2,123) $ (2,123)(d) 0
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Total Liabilities 1,231 4,715 (2,123) 3,823
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STOCKHOLDERS' EQUITY
Preferred stock 11 - 8 (f) 19
Common stock 454 - 454
Treasury stock (819) - (819)
Retained earnings (826) 1,537 (3)(d) 708
Additional paid in capital - common 3,394 204 3,598
Additional paid in capital - preferred 2,163 - 6,917 (f) 9,080
Net unrealized gain / (loss) 62 (8) 54
---------- ----------- ----------------- ------------
Total Stockholders' Equity 4,439 1,733 6,922 13,094
========== =========== ================= ============
Total Liabilites and Stockholders' Equity $ 5,670 $ 6,448 $ 4,799 $ 16,917
check ========== =========== ================= ============
$0 $0 $0 $0
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See accompanying notes to unaudited pro forma financial statements.
FIRSTMARK CORP.
PRO FORMA STATEMENT OF OPERATIONS
YEAR ENDED JUNE 30, 1996
(Unaudited)
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<CAPTION>
(Amounts in thousands)
Firstmark Southern Pro Forma Pro Forma
Corp. Capital Adjustments Combined
<S> <C>
Commissions and fees $ 1,730 $ - $ 1,730
Interest and dividend income 156 243 399
Loss (gain) on investments 659 132 791
Title insurance revenues - 9,117 9,117
Amortization of negative goodwill - - 0
Other income 6 176 182
----------------- ----------------- ------------- ------------
Total revenues 2,551 9,668 - 12,219
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Commissions and fee expense 1,018 3,028 4,046
Depreciation and amortization 68 - $ 3 (d) 71
Interest expense 85 - 85
General and adminstrative 862 6,972 7,834
Provision for policy claims 0 209 209
Other 29 - 29
----------------- ----------------- ------------- ------------
Operating expenses 2,062 10,209 3 12,274
Bad debt expense 1,272 1,272
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Income (loss) before taxes (783) (541) (3) (1,327)
Income tax expense (benefit) (266)(e) (184)(e) (450)
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Net income (loss) (517) (357) (3) (877)
Dividends on preferred stock 142 - 142
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Net income (loss) applicable to common stock $ (659) $ (357) $ (3) $ (1,019)
================= ================= ============= ============
Earnings (Loss) per common share $ (0.31) $ (0.25)(c)
================= ============
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See accompanying notes to unaudited pro forma financial statements.
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(a) Represents the write up of fixed assets, title plant, and investments that
resulted from applying purchase price accounting.
(b) Represents the excess of purchase price over the net assets aquired with and
estimated useful life of 20 years. The amounts are preliminary estimates and are
not expected to materially change.
(c) EPS calculation includes preferred shares issued to the shareholder Southern
Capital Corp. (SCC) as if the transaction had been completed at the beginning of
the year and assumes conversion to common stock.
(d) Includes amortization of goodwill in for one year that resulted from
aquisition. Elimination of negative goodwill that resulted from prior
acquisition by SCC.
(e) Income taxes have been determined using the applicable statutory rate.
(f) Issuance of Firstmark preferred stock to sellers of Southern Capital.
