CITYSCAPE FINANCIAL CORP
8-K, 1998-09-24
MORTGAGE BANKERS & LOAN CORRESPONDENTS
Previous: AER ENERGY RESOURCES INC /GA, 8-K, 1998-09-24
Next: INSURED MUN INCOME TR & INVESTORS QUA TAX EX TR MULT SER 126, 485BPOS, 1998-09-24



<PAGE>   1

                       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 (Date of earliest event reported): September 14, 1998
                                                        ------------------


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



       DELAWARE                      0-27314                   11-2994671
 ---------------------         -----------------------   ----------------------
State or Other Jurisdiction    Commission File Number    (IRS Employer Identifi-
    of Incorporation                                            cation No.)
   


565 Taxter Road, Elmsford, New York                              10523-2300
- ---------------------------------------                          ----------
(Address of Principal Executive Offices)                          Zip Code


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

                                       N/A
                       ----------------------------------
                         Former name or former address,
                          if changed since last report



<PAGE>   2



Item 5.  Other Events.

         On or about September 14, 1998, Elliott  Associates,  L.P. and Westgate
International,  L.P. filed a lawsuit  against  Cityscape  Financial  Corp.  (the
"Company")  and  certain of its  officers  and  directors  in the United  States
District  Court  for  the  Southern  District  of New  York.  In the  complaint,
plaintiffs describe the lawsuit as "an action for securities fraud and breach of
contract arising out of the private placement,  in September 1997, of the Series
B Convertible  Preferred Stock of Cityscape."  Plaintiffs  allege  violations of
Section 10(b) of the Securities Exchange Act of 1934 (Count I); Section 20(a) of
the  Securities  Exchange  Act of 1934  (Count  II);  and two breach of contract
claims  against  the  Company  (Counts  III and IV).  Plaintiffs  allege to have
purchased  a total of $20  million  of such  preferred  stock.  Plaintiffs  seek
unspecified damages,  including  pre-judgment  interest,  attorneys' fees, other
expenses and court costs.

         Although no assurance  can be given as to the outcome of this  lawsuit,
the Company  believes that the  allegations in this action are without merit and
that its disclosures were proper,  complete and accurate. The Company intends to
defend  this  action  vigorously  and seek its early  dismissal.  This  lawsuit,
however,  if decided in favor of the plaintiffs,  could have a material  adverse
effect on the Company.

         This  report  on Form 8-K  contains  forward-looking  statements  which
involve  risks and  uncertainties.  The  Company's  actual  results could differ
materially  from those  anticipated  in these  forward-looking  statements  as a
result of certain factors detailed from time to time in the Company's Securities
and Exchange Commission reports. The Company undertakes no obligation to release
publicly any revisions to these forward-looking  statements to reflect events or
circumstances  after the date hereof or to reflect the occurrence of anticipated
or unanticipated events.


<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 to be
signed on its behalf by the undersigned hereunto duly authorized.

                                                     CITYSCAPE FINANCIAL CORP.
                                                          (Registrant)



                                         By: /s/     Tim S. Ledwick
                                         --------------------------
                                             Name:   Tim S. Ledwick
                                             Title:  Vice President and Chief 
                                                      Financial Officer

Dated: September 23, 1998






© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission