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 Act of 1934
Date of Report (Date of earliest event reported) August 18, 2000
UNITED FINANCIAL MORTGAGE CORP.
(Exact name of small business issuer as specified in its
charter)
ILLINOIS 36-3440533
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
600 Enterprise Drive,
Suite 206
Oak Brook, Illinois 60523
Issuer's telephone number: (630) 571-7222
_________________Not Applicable_________________
(Former name or former address, if changed since last report)
Item 5. Other Events
On August 18, 2000, United Financial Mortgage Corp. (the
"registrant") issued a joint press release with Finantra Capital, Inc.
(NASDAQ:FANT) announcing a signed agreement and plan of merger with
FANT. A copy of the press release is attached hereto as exhibit 99.
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.
United Financial Mortgage Corp.
Date Signed
August 21, 2000 /s/ Steve Y. Khoshabe
Vice President and Chief Financial
Officer
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FOR IMMEDIATE RELEASE:
FINANTRA CAPITAL, INC. SUBSIDIARY SIGNS AGREEMENT AND PLAN OF MERGER
WITH PUBLICLY HELD UNITED FINANCIAL MORTGAGE CORP.
Acquisition Will Add Nearly One-Half Billion In Annual
Loan Origination To Finantra's Mortgage Subsidiary
Plantation, FLA, August 18, 2000--Finantra Capital, Inc.(NASDAQ:FANT)
today announced, through its wholly-owned mortgage subsidiary, Ameri-Cap
Mortgage Group, Inc., it has signed an Agreement and Plan of Merger with
United Financial Mortgage Corp.(CHX:UFM).
Under the terms of the agreement, Finantra has agreed to tender for
all outstanding shares of UFM's common stock, other than a block of shares
held by UFM's largest stockholder, which will be acquired by Finantra for
cash and stock. Pursuant to the terms of the tender, Finantra will seek to
exchange shares of its common stock for shares of UFM's common stock.
The exchange rate to be utilized will be based upon Finantra's
common stock havings an agreed market value of $4.50 per share. UFM's
common stock will be valued at market.
The number of shares of Finantra common stock to be exchanged in the
tender will be determined at designated intervals over the 12-month period
following the consummation of the tender based upon Finantra's market price
for its common stock.
Founded in 1986, United Financial Mortgage Corp. is a national mortgage
banker principally engaged in originating retail and wholesale mortgages for
single family residences of one to four units. UFM, which had revenues of
$10.89 million in its fiscal year ended April 30, 2000, generated nearly
one-half billion in annual loan originations in the calendar year.
UFM, which was ranked by INC. Magazine as one of the 500 fastest
growing privately-held companies in the nation, is headquartered in Oak Brook,
Illinois and has regional offices in several other states.
"UFM will be an outstanding addition to our rapidly growing mortgage
subsidiary," said Charles Litt, president of Finantra Capital, Inc. "We are
particularly impressed with the Company's aggressive, proactive approach to
mortgage banking and how it has embraced technology by integrating its
traditional bricks and mortar business with cutting edge on-line systems."
Joseph Khoshabe, president and chief executive officer of UFM stated,
"Management cosiders this transaction to be in the best interests of the
stockholders, in part, because affiliation with Finantra allows us to expand
geographically and to access a broader capital base."
"Additionally, this transaction fits perfectly with our growth
strategy. Both Finantra and UFM will benefit from increased cross-selling
opportunities that will occur between our core mortgage operation and
Finantra's complementary product lines."
<PAGE>
Finantra anticipates the acquisition of UFM will close by Oct. 31,
2000. However, the acquisition is subject to numerous conditions,
including the successful completion of the tender, and there can be no
assurance the acquisition will be consummated.
About Finantra
Finantra Capital, Inc. is a multi-faceted speciality finance
company specializing in commercial and consumer finance delivered through
traditional and online processing systems. The commercial asset finance
group specializes in accounts receivable financing and equipment leasing.
The consumer finance group is involved in mortgage banking and other
types of retail speciality financing. The company's lending consumer
finance subsidiary, Travelers Investment Corporation, which is involved
primarily in speciality consumer finance, maintains a consumer finance
portfolio in excess of $50 million.
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. Certain of the statements contained
herein, which are not historical fact, are forward-looking statements with
respect to events, the occurrence of which involve risks and uncertainties.
These forward-looking statements may be impacted, either positively or
negatively, by various factors. Information concerning potential factors
that could affect the Company is detailed from time to time in the Company's
reports filed with the Securities and Exchange Commmission.
