Form 8-K for FIRST CHESAPEAKE FINANCIAL CORP filed on April 14, 1999
UNITED STATES
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) April 13, 1999
FIRST CHESAPEAKE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
VIRGINIA 0-21912 54-1624428
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
12 OREGON AVENUE, PHILADELPHIA, PENNSYLVANIA 19148
(Address of principal executive offices)
Registrant's telephone number, including area code (215) 755-5691
(Former name or former address, if changed since last report.) Not applicable
<PAGE>
ITEM 5. OTHER EVENTS
FOR IMMEDIATE RELEASE April 14, 1999
First Chesapeake Announces Purchase of Former Director's Stock
PHILADELPHIA, PA - First Chesapeake Financial Corporation (the "Company"; OTC
Bulletin Board: FCFK) today announced a definitive option agreement to purchase
a substantial block of common stock held by a former Director of the Company.
Hampton Financial Services, Inc., an entity controlled by Mark Mendelson,
Chairman of the Board of Directors and Chief Executive Officer, or its designee
has entered into a definitive option agreement to purchase 450,000 shares of
common stock from John E. Dell. These shares represent over 6% of the Company's
fully diluted common stock.
Mr. Dell was a Director of First Chesapeake in 1992 at which time he purchased
1,000,000 shares of the Company's common stock with attached warrants (since
expired). In 1994, Mr. Dell entered into a liquidating trust agreement whereby
he sold 550,000 shares of common stock and granted an irrevocable proxy to vote
his remaining 450,000 shares to Max E. Gray, the former President of the
Company. This liquidating trust was established to, among other things, expedite
the approval of the Company's licensing application under the Virginia Mortgage
Lender and Broker Act. Effective January 1, 1998, following Mr. Gray's
resignation from the Company, the Board of Directors appointed Mark Mendelson to
replace Mr. Gray as holder of the proxy.
This block of stock represents the last remaining shares held by former
management and/or Directors of the Company. First Chesapeake was formed in 1992
and closed in 1997 following several years of unprofitable operations. The
Company is currently building a fully integrated mortgage origination
organization through acquisition of smaller, privately held companies. It is
First Chesapeake's goal to develop a vertically integrated company that can
provide mortgage origination, homeowner's insurance, title insurance, home
warranties, among other financial services, both direct and through the Internet
shortly.
"By facilitating the removal of this last vestige of the Company's former
management, we believe that First Chesapeake is now well positioned to move
forward with its strategic plan and maximize the value of the company to its
shareholders", said Mr. Mendelson. "We have undergone a dramatic transformation
- - within the last twelve months, First Chesapeake has gone from being a dormant
shell without direction or leadership to a company with a strategic plan and
goal to become a competitive force within the financial services industry."
The Company is engaged primarily in the residential and commercial mortgage
banking business at both the wholesale and retail levels. First Chesapeake's
operational headquarters are at 8551 W. Sunrise Boulevard, Plantation, FL 33322.
Further information may be obtained by calling Les Salzman, President at (954)
385-8400 or by fax to (954) 474-2438.
<PAGE>
Statements in the press release concerning the Company's business outlook or
future economic performances, anticipated profitability, revenues, expenses or
other financial items, are forward-looking statements that are estimates
reflecting the best judgment of the Company based on currently available
information. Such forward-looking statements involve known and unknown risks,
uncertainties, contingencies and other factors that could cause results,
performance or achievements to differ materially from those stated. Such risks,
uncertainties, contingencies and other factors, many of which are beyond the
control of the Company, include overall economic and business conditions, trends
for the continued growth of the mortgage and financial services industry, the
realization of anticipated revenues, profitability and cost synergies, the
demand for the Company's products and services, pricing and other competitive
factors in the industry, new government regulations and/or legislative
initiatives, and other risks and uncertainties described in the Company's
reports and filings with the Securities and Exchange Commission. There can be no
such assurance that such factors will not affect the accuracy of such
forward-looking statements, and the Company assumes no obligation to update the
information in this release.
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 hereto duly authorized.
FIRST CHESAPEAKE FINANCIAL CORPORATION
Date: April 14, 1999 By: Mark Mendelson
---------------------------------------
Mark Mendelson, Chief Executive Officer
By: Richard N. Chakejian, Jr.
-----------------------------------
Richard N. Chakejian, Jr. President
By: Mark E. Glatz
-----------------------------------
Mark E. Glatz, Chief Financial Officer
