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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) September 11, 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 9 pages
Exhibit Index is on page 7
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DEGEORGE FINANCIAL CORPORATION
INDEX TO FORM 8-K
INFORMATION PAGE NO.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT 3
ITEM 5. OTHER EVENTS 4
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS 5
Index to Exhibits 7
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DEGEORGE FINANCIAL CORPORATION
ITEM 4--CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT:
Effective September 12, 1997, the Company has retained McGladrey & Pullen, LLP
as its independent certified public accounting firm.
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ITEM 5--OTHER EVENTS:
BUY-OUT PROPOSAL
On September 12, 1997, the Company received a proposal from the Company's
chairman to take the Company private in a negotiated business combination.
Under the buy-out proposal, a new company will be formed by the Company's
chairman and possibly certain other persons to acquire all outstanding common
stock of the Company, other than shares owned by members of the buy-out group,
at a cash price of $1.30 per share.
NASDAQ LISTING
By letter dated September 11, 1997, The Nasdaq Stock Market, Inc. ("Nasdaq")
notified the Company that, based upon the Company's Form 10-Q report for the
quarter ended June 30, 1997, Nasdaq intended to review the Company's
eligibility for continued listing in light of Nasdaq's minimum net tangible
assets requirement.
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ITEM 7--FINANCIAL STATEMENTS AND EXHIBITS:
(c) Exhibits:
1. Press Release of DeGeorge Financial Corporation dated September 15,
1997.
2. Press Release of DeGeorge Financial Corporation dated September 17,
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: September 19, 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
September 15, 1997. 8
2. Press Release of DeGeorge Financial Corporation dated
September 17, 1997. 9
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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
DEGEORGE FINANCIAL ANNOUNCES RECEIPT OF BUY-OUT PROPOSAL
FOR IMMEDIATE RELEASE
September 15, 1997
CHESHIRE, CONNECTICUT - DeGeorge Financial Corporation (NASDAQ NMS: DEGE)
announced today that it has received a proposal from the Company's chairman,
Peter R. DeGeorge, to take the Company private in a negotiated business
combination valued at $1.30 cash per share. Under the buy-out proposal, a new
company will be formed by the Company's chairman and possibly certain other
persons to acquire all outstanding common stock of the Company, other than
shares owned by members of the buy-out group, at a cash price of $1.30 per
share. On September 12, 1997, the last reported sale price of the Company's
common stock on NASDAQ was 27/32.
The Company's Board of Director's has appointed a special committee, consisting
of the Company's two independent directors, to evaluate the proposal and to
retain an investment banking firm to evaluate the fairness, from a financial
point of view, to the Company's shareholders of the buy-out proposal. The buy-
out proposal is subject to the execution of definitive acquisition agreements
and obtaining all necessary corporate and regulatory approvals and is not
subject to financing.
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
September 17, 1997
CHESHIRE, CONNECTICUT - DeGeorge Financial Corporation (NASDAQ NMS: DEGE)
announced today that it had retained McGladrey & Pullen, LLP as its independent
certified public accounting firm, effective September 12, 1997.
McGladrey & Pullen, LLP is the nation's eighth largest certified public
accounting and consulting firm with more than 380 partners backed by more than
2,500 other highly qualified professionals and staff members in over 70 offices
across the United States. The Firm's primary focus is on middle market,
entrepreneurial companies, including over 1,000 financial service companies
nationwide.
"We are very pleased to have McGladrey & Pullen on board as our independent
accounting firm," said Salvatore A. Bucci, Senior Vice President and Chief
Financial Officer. "They have committed top notch people to our account who
have the expertise in financial services accounting that we are seeking. We
look forward to working with them."
Separately, the Company announced that it had received a letter from NASDAQ
indicating that NASDAQ intended to review the Company's eligibility for
continued listing on The NASDAQ Stock Marketsm in light of NASDAQ's minimum net
tangible assets requirement and the Company's reported net losses through June
30, 1997. The Company has informed NASDAQ of the pending proposal to go private
and has indicated to NASDAQ that, if the pending proposal to go private is not
consummated, the Company intends to develop a plan for achieving compliance with
NASDAQ's listing requirements within a reasonable time frame.
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.
9
