CITYSCAPE FINANCIAL CORP
8-K/A, 1996-09-11
MORTGAGE BANKERS & LOAN CORRESPONDENTS
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                 -------------

                                   FORM 8-K/A

                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 14, 1996
                                                  -------------

                           CITYSCAPE FINANCIAL CORP.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
        DELAWARE                  0-27314                 11-2994671
        --------                  -------                 ----------
<S>                             <C>                     <C>
State or Other Jurisdiction     Commission              (IRS Employer
     of Incorporation           File Number          Identification No.)  
</TABLE>

<TABLE>
  <S>                                                   <C>
  565 Taxter Road, Elmsford, New York                   10523-5200
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                 Zip Code
</TABLE>

Registrant's telephone number, including area code:  (914) 592-6677
                                                     --------------

                         ------------------------------
                         Former name or former address,
                          if changed since last report
<PAGE>   2
Item 7.         Financial Statements, Pro Forma Financial Information
                and Exhibits

                (c)     Exhibits

                        a-1*   Report of Independent Auditors
        
                        a-2*   Statements of Financial Condition at June 30,
                               1996 (unaudited) and December 31, 1995 and 1994

                        a-3*   Statements of Operations for the six months ended
                               June 30, 1996 (unaudited) and 1995 (unaudited)
                               and the years ended December 31, 1995, 1994 and
                               1993

                        a-4*   Statements of Stockholders' Equity for the years
                               ended December 31, 1995, 1994 and 1993 and for
                               the six months ended June 30, 1996 (unaudited)

                        a-5*   Statements of Cash Flows for the six months ended
                               June 30, 1996 (unaudited) and 1995 (unaudited)
                               and the years ended December 31, 1995, 1994 and
                               1993

                        a-6*   Notes to Financial Statements

                        b-1*   Unaudited Pro Forma Consolidated Statement of
                               Operations for the year ended December 31, 1995
                               and the six months ended June 30, 1996

                       2.1**   Agreement for the Sale and Purchase of the Entire
                               Issued Share Capital of Heritable Group Limited,
                               dated June 14, 1996

                      23.1     Consent of Independent Auditors

                      99.1**   Press Release, dated June 14, 1996

 * Filed previously in Form 8-K/A

** Filed previously in Form 8-K


<PAGE>   3
                                   SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Current Report on Form 8-K/A to be signed on
its behalf by the undersigned hereunto duly authorized.

                                                  CITYSCAPE FINANCIAL CORP.
                                                         (Registrant)


                                                  By:     /s/ Robert Grosser
                                                          ------------------
                                                  Name:   Robert Grosser
                                                  Title:  President

Dated:  September 11, 1996
<PAGE>   4

                               INDEX TO EXHIBITS


<TABLE>
<CAPTION>

EXHIBITS        DESCRIPTION                                                 PAGE
- --------        -----------                                                 ----
<S>             <C>                                                         <C>
a-1*            Report of Independent Auditors

a-2*            Statements of Financial Condition at June 30, 1996
                (unaudited) and December 31, 1995 and 1994

a-3*            Statements of Operations for the six months ended
                June 30, 1996 (unaudited) and 1995 (unaudited) and
                the years ended December 31, 1995, 1994 and 1993

a-4*            Statements of Stockholders' Equity for the years
                ended December 31, 1995, 1994 and 1993 and for the six months
                ended June 30, 1996 (unaudited)                      

a-5*            Statements of Cash Flows for the six months ended
                June 30, 1996 (unaudited) and 1995 (unaudited) and
                the years ended December 31, 1995, 1994 and 1993

a-6*            Notes to Financial Statements

b-1*            Unaudited Pro Forma Consolidated Statement of
                Operations for the year ended December 31, 1995
                and the six months ended June 30, 1996

2.1**           Agreement for the Sale and Purchase of the Entire
                Issued Share Capital of Heritable Group Limited,
                dated June 14, 1996

23.1            Consent of Independent Auditors

99.1**          Press Release, dated June 14, 1996

</TABLE>

- ---------
 * Filed previously in Form 8-K/A

** Filed previously in Form 8-K




            

<PAGE>   1
                                                             Exhibit 23.1





                          INDEPENDENT AUDITORS' CONSENT




We consent to inclusion on Form 8-K/A of our report, dated April 2, 1996, for
the periods ended December 31, 1995 and 1994 relating to Heritable Finance
Limited.




/s/ KPMG

KPMG
London, England
September 11, 1996


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