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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) December 1, 1997
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DEGEORGE FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-20832 41-1625724
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
99 Realty Drive, Cheshire, Connecticut 06410
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(Address of principal executive offices) (Zip Code)
(203) 699-3400
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(Registrant's telephone number, including area code)
Page 1 of 8 pages
Exhibit Index is on page 6
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DEGEORGE FINANCIAL CORPORATION
INDEX TO FORM 8-K
INFORMATION PAGE NO.
ITEM 5. OTHER EVENTS 3
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS 4
Index to Exhibits 6
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DEGEORGE FINANCIAL CORPORATION
ITEM 5--OTHER EVENTS:
BUY-OUT PROPOSAL
On December 1, 1997 the Board of Directors of the Company approved an agreement
in principle whereby a new company to be formed by the Company's Chairman of the
Board and Chief Executive Officer, Peter R. DeGeorge, and possibly certain other
persons, would acquire via merger all outstanding common stock of the Company,
other than shares owned by members of the buy-out group, at a cash price of
$1.50 per share. The Board's approval was based on the recommendation of a
special committee of the Board composed of the Company's two independent outside
directors. Mr. DeGeorge did not participate in the voting to approve the buy-
out proposal.
The Board's approval of the buy-out proposal is subject to the definitive merger
agreement containing a requirement that the merger be approved by at least
66 2/3% of the votes cast with respect to the merger. The Board's approval
of the buy-out proposal is also subject to the execution of a mutually
satisfactory merger agreement and obtaining all necessary corporate and
regulatory approvals, but the proposal is not subject to financing.
A class action lawsuit challenging Mr. DeGeorge's September 12, 1997 buy-out
offer of $1.30 per share has been filed in the Court of Chancery of the State of
Delaware in and for New Castle County.
NASDAQ LISTING
On December 3, 1997, the Company was notified by The Nasdaq Stock Market, Inc.
that a Listing Qualifications Panel had decided to delist the Company's common
stock from the Nasdaq National Market, effective with the close of business on
December 3, 1997.
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ITEM 7--FINANCIAL STATEMENTS AND EXHIBITS:
(c) Exhibits:
1. Press Release of DeGeorge Financial Corporation dated December 2,
1997.
2. Press Release of DeGeorge Financial Corporation dated December 4,
1997.
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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.
DEGEORGE FINANCIAL CORPORATION
(Registrant)
Dated: December 5, 1997
By: /s/ SALVATORE A. BUCCI
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Salvatore A. Bucci
Senior Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit Description Page No.
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1. Press Release of DeGeorge Financial Corporation dated
December 2, 1997. 7
2. Press Release of DeGeorge Financial Corporation dated
December 4, 1997. 8
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For further information contact:
Mr. Jonathan K. Dodge
Vice President, Secretary and General Counsel
DeGeorge Financial Corporation
(212) 371-9777
DEGEORGE FINANCIAL ACCEPTS BUY-OUT PROPOSAL
FOR IMMEDIATE RELEASE
December 2, 1997
CHESHIRE, CONNECTICUT - DeGeorge Financial Corporation (NASDAQ NMS: DEGE)
announced today that it had agreed in principle to be acquired by a new company
to be formed by the Company's Chairman of the Board and Chief Executive Officer,
Peter R. DeGeorge, and possibly certain other persons, to acquire via merger all
outstanding common stock of the Company, other than shares owned by members of
the buy-out group, at a cash price of $1.50 per share. On December 1, 1997, the
last reported sale price of the Company's common stock on NASDAQ was $ 13/16 per
share.
The Company's Board of Directors had appointed a special committee of the Board
(composed of the Company's two independent outside directors) to evaluate Mr.
DeGeorge's original proposal of $1.30 per share made on September 12, 1997.
After consultation with its legal counsel, Rogers & Wells, and it financial
advisors, Houlihan, Lokey, Howard & Zukin, and after negotiations with Mr.
DeGeorge (during which he agreed to increase his offer to $1.50 per share), the
special committee recommended that the Company's Board approve Mr. DeGeorge's
increased offer. The Board's approval of the buy-out proposal is subject to the
definitive merger agreement containing a requirement that the merger be approved
by at least 66 2/3% of the votes cast with respect to the merger. Houlihan,
Lokey, Howard & Zukin have indicated that, subject to their review of the
definitive transaction documentation, they are prepared to opine that the price
of $1.50 per share is fair to shareholders, other than members of the buy-out
group, from a financial point of view. The Board's approval of the buy-out
proposal is also subject to the execution of a mutually satisfactory merger
agreement and obtaining all necessary corporate and regulatory approvals, but
the proposal is not subject to financing.
A class action lawsuit challenging Mr. DeGeorge's September 12, 1997 buy-out
proposal has been filed in the Court of Chancery of the State of Delaware in and
for New Castle County alleging various breaches of fiduciary duty and that the
September 12, 1997 offer of $1.30 per share was inadequate. This is still in a
preliminary stage and discovery has not yet commenced.
DeGeorge Financial Corporation arranges financing and is currently managing over
$200 million in underwritten construction loans. It provides access to home
ownership for people who lack a sufficient down payment or sufficient income to
support the purchase of the home they desire through conventional mortgage
programs. Through its packaging of financial services and customer support, the
Company enables its customers to reduce the cost of home construction by
eliminating the general contractor, the intent of which is to create an equity
position that serves as the down payment for permanent financing upon the
conclusion of the home construction process.
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For further information contact:
Mr. Salvatore A. Bucci
Senior Vice President and Chief Financial Officer
DeGeorge Financial Corporation
(203) 699-3407
FOR IMMEDIATE RELEASE
December 4, 1997
CHESHIRE, CONNECTICUT - DeGeorge Financial Corporation (NASDAQ: DEGE) announced
today that it had received a letter from The Nasdaq Stock Market, Inc. on
December 3, 1997 indicating that its Listing Qualifications Panel had decided to
delist the Company's common stock from the Nasdaq National Market, effective
with the close of business on December 3, 1997. The Company had requested an
exception to the listing requirements, but the panel determined pursuant to a
hearing on November 21, 1997 that the Company would be unable to satisfy the
Nasdaq net tangible assets requirement in a time period acceptable to Nasdaq.
The closing price of the Company's common stock on December 3, 1997 was $1 5/16.
DeGeorge Financial Corporation arranges financing and is currently managing over
$200 million in underwritten construction loans. It provides access to home
ownership for people who lack a sufficient down payment or sufficient income to
support the purchase of the home they desire through conventional mortgage
programs. Through its packaging of financial services and customer support, the
Company enables its customers to reduce the cost of home construction by
eliminating the general contractor, the intent of which is to create an equity
position that serves as the down payment for permanent financing upon the
conclusion of the home construction process.
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