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
November 10, 2000
(Date of earliest event reported)
ACE CASH EXPRESS, INC.
(Exact name of registrant as specified in its charter)
Texas 0-20774 75-2142963
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation or
organization)
1231 GREENWAY DRIVE, SUITE 800
IRVING, TEXAS 75038
(Address of principal executive offices)
(972) 550-5000
(Registrant's telephone number,
including area code)
NOT APPLICABLE
(Former Name or Former Address,
if Changed Since Last Report)
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On November 10, 2000, the Registrant entered into an asset purchase
agreement and ancillary documents to acquire the assets of a total of 107
check-cashing and retail financial services locations from a group of five
privately held companies that are majority owned by Morris Silverman and Jeffrey
D. Silverman and managed by MS Management Company, based in Chicago, Illinois.
The locations have been operated by the sellers under the trade names "USA
Checks Cashed" and "Gold Star Check Cashing" in California, Texas, and Oklahoma.
The total purchase price for the assets of all of the locations is
$29.72 million in cash. Approximately $28.86 million of the total purchase price
is payable to the sellers as the Registrant exercises ownership and operating
control of the assets at the locations. The Registrant's exercise of ownership
and operating control of the assets at the locations requires installation of
the Registrant's equipment and proprietary point-of-sale system, to be
implemented from time to time as soon as the Registrant's resources permit.
Approximately $0.86 million of the total purchase price is payable to the
sellers in equal monthly installments over a 36-month period. The monthly
installments are payments contingent upon revenues from food-stamp distribution
contracts at certain of the locations. In accordance with the purchase
agreement, the Registrant deposited the total purchase price into escrow for
release to the sellers as the Registrant exercises ownership and operating
control of the assets at the locations and as the monthly revenue-related
payments are required. The total purchase price is subject to reduction if,
under circumstances not caused or controlled by the Registrant, the Registrant
cannot exercise ownership and operating control of the assets at a location, the
Registrant ceases to receive revenues from food-stamp distribution contracts at
certain of the locations during the 36-month period, or any of certain locations
within third-party grocery stores cease operations without an acceptable
replacement location during a 36-month period. Such a reduction would be
effected by release of the appropriate amount of the escrowed funds to the
Registrant or by the sellers' payment of the appropriate amount to the
Registrant.
The total purchase price and its components were determined through
arm's-length negotiations between the Registrant and the sellers and the other
parties to the purchase agreement, none of which or whom had any pre-existing
relationship with the Registrant or any of its affiliates or with any of the
directors or officers of the Registrant or any of their associates.
The Registrant has taken ownership and control of, and has paid the
sellers the purchase price for, the assets at 66 of the locations. The
Registrant anticipates that the acquisition of all of the assets at the
remaining locations will be consummated by December 31, 2000. Sixty of the
locations are in California; 41 of the locations are in Texas; and six of the
locations are in Oklahoma.
The Registrant borrowed all of the total purchase price for the
acquired assets from the bank lenders under the amended and restated credit
agreement that the Registrant entered into with a syndicate of banks on November
9, 2000. See the Registrant's Current Report on Form 8-K dated November 9, 2000,
for a description of the amended and restated credit agreement.
The Registrant will continue to use the acquired assets, which consist
principally of rights under leases and subleases of real property and leasehold
improvements and trade fixtures, to operate check-cashing and related
businesses.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits. The following exhibits are filed herewith
in accordance with the provisions of Item 601 of
Regulation S-K:
2.1 Asset Purchase Agreement dated November 10,
2000, by and among the Registrant, Check
Cashiers of Arizona, Inc., Check Cashiers of
California, Inc., Corpus Christi Check
Cashiers, Inc., U.S. Money Order Company,
Inc., Valley Check Cashiers, Inc., Morris
Silverman, and Jeffrey D. Silverman. Except
for the Schedule of the locations acquired
by the Registrant and the two other
agreements also filed herewith, the
Schedules and Exhibits to the Asset Purchase
Agreement (which consist principally of
disclosures by the sellers and forms of
conveyance documents) have been omitted. The
Registrant will furnish the Commission with
a copy of any of the omitted Schedules and
Exhibits to the Asset Purchase Agreement
upon request.
2.2 Escrow Agreement dated November 10, 2000, by
and among the Registrant, Check Cashiers of
Arizona, Inc., Check Cashiers of California,
Inc., Corpus Christi Check Cashiers, Inc.,
U.S. Money Order Company, Inc., Valley Check
Cashiers, Inc., and Chicago Title Insurance
Company, as Escrow Agent.
[The signature follows on the next page.]
<PAGE>
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 thereunto duly authorized.
ACE CASH EXPRESS, INC.
(Registrant)
By:
-
Debra A. Bradford
Senior Vice President and
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
2.1 Asset Purchase Agreement dated November 10, 2000, by and among
the Registrant, Check Cashiers of Arizona, Inc., Check
Cashiers of California, Inc., Corpus Christi Check Cashiers,
Inc., U.S. Money Order Company, Inc., Valley Check Cashiers,
Inc., Morris Silverman, and Jeffrey D. Silverman.
2.2 Escrow Agreement dated November 10, 2000, by and among the
Registrant, Check Cashiers of Arizona, Inc., Check Cashiers of
California, Inc., Corpus Christi Check Cashiers, Inc., U.S.
Money Order Company, Inc., Valley Check Cashiers, Inc., and
Chicago Title Insurance Company.
