Registration No. 0-23484
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) June 18, 1999
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STANDARD FUNDING CORP.
(Exact name of registrant as specified in its charter)
New York 11-2523559
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
335 Crossways Park Drive
Woodbury, New York 11797
(516) 364-0200
(Address of Principal Executive Offices)
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 1. Change in Control of Registrant
The merger between Standard Funding Corp. (the "Company") and
Atlantic Premium, Inc., a New York corporation ("Merger Sub"), was effective on
June 18, 1999 in accordance with the terms of that certain Agreement and Plan of
Merger dated as of January 28, 1999 among the Company, Merger Sub and Atlantic
Bank of New York ("Parent"). As a result, Parent now owns all the issued and
outstanding stock of the Company. Consideration in the merger was approximately
$9.7 million in cash and promissory notes. Shareholders owning 20% or less of
the Company's issued and outstanding common stock when the merger became
effective will receive $3.50 in cash. Shareholders owning more than 20% of the
outstanding common stock when the merger became effective will receive $2.97479
per share in cash and a note in the principal amount of $0.52521 per share,
subject to reduction depending on the future performance of the Company.
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Exhibits.
99.1 Press release dated June 18, 1999, announcing the
closing of the merger between Standard Funding Corp.
(the "Company") and Atlantic Premium, Inc., a New York
corporation ("Merger Sub"), in accordance with the
terms of that certain Agreement and Plan of Merger
dated as of January 28, 1999 among the Company, Merger
Sub and Atlantic Bank of New York.
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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 thereunto duly authorized.
STANDARD FUNDING CORP.
By: /s/ Alan J. Karp
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Alan J. Karp, President
Date: June 18, 1999
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Exhibit 99.1
Contact: Peter Engel/Jack Greenfield
Stanton Crenshaw Communications
(212) 780-1900
ATLANTIC BANK OF NEW YORK
COMPLETES ACQUISITION OF STANDARD FUNDING CORP.
Bank Expands Niche Capabilities with Insurance Premium Financing Service
For Small Business and Mid-Market Companies
NEW YORK, NY -- June 18, 1999 -- Atlantic Bank of New York and Standard Funding
Corp. (Nasdaq: SFUN), a commercial insurance premium finance company, have
announced the closing of the agreement for Atlantic Bank to acquire Standard
Funding Corp. for approximately $9.7 million and on the terms previously
disclosed.
Under the terms of the completed acquisition, Standard Funding Corp. will
operate under its current name as a wholly owned subsidiary of Atlantic Bank,
and has de-listed as a public company. The company finances the payment of
insurance premiums for commercial purchasers of property, casualty and liability
insurance, offering financing options that permit companies to more effectively
manage the cost of their insurance policies by spreading their payments over
time rather than requiring one lump sum payment.
"Atlantic Bank of New York has already expanded its commercial product array by
introducing equipment leasing, mezzanine financing and a variety of
sophisticated electronic cash management services," said Peter L. Venetis,
President and CEO of Atlantic Bank. "Insurance premium financing is another
specialized lending service that will help meet the unique needs of our small
and middle-market business clients. We are especially excited that Standard
Funding Corp.'s business approach is identical to ours -- establishing and
maintaining relationships with clients while offering a high degree of
personalized service."
According to Venetis, the acquisition of Standard Funding is part of Atlantic
Bank's strategy to develop niche lending businesses that compliment its full
service banking for middle market commercial clients and small businesses.
Atlantic Bank acquired Gramercy Leasing Services, Inc., a full-service equipment
leasing company based in River Edge, NJ, in 1997.
"Commercial insurance premium financing is a high growth, niche lending business
with a short-term, low-risk asset profile," Venetis said. "Atlantic Bank
benefits immediately from the acquisition with the addition of $50 million in
loans to our balance sheet, with growth to over $100 million anticipated over
the next two years," he added.
Standard Funding Corp., with operations in 14 states, does business with more
than 700 insurance brokers and over 500 insurance companies. Through the
strategic alignment with Atlantic Bank, Standard Funding is in a position to
deliver enhanced service capabilities to its customer base.
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Incorporated in 1978 and based in Woodbury, NY, Standard Funding Corp. was
founded by Alan J. Karp, President, and David E. Fisher, Chief Financial Officer
and Treasurer. Both Mr.Karp and Mr. Fisher have signed long-term employment
agreements to remain in their current positions. Prior to founding Standard
Funding Corp., they held positions at Commercial Alliance Corp., a major
financial service company.
Established in 1926, Atlantic Bank of New York is the fourth fastest-growing of
the top 25 banks serving the New York area, ranking 19th. With over $1.6 billion
in assets, Atlantic Bank is a full-service commercial bank providing a
comprehensive range of financial services to small- and mid-size businesses,
commercial real estate investors and consumers. The bank has ten branch offices
in Manhattan, Queens, Brooklyn and Long Island, and recently announced the
acquisition of a new branch in Chicago. Atlantic Bank is a member of the global
financial network of the National Bank of Greece, with assets in excess of $45
billion. Additional information is available by calling Atlantic Bank at
212-967-7425 or 800-535- 2269, or through the Web at www.abny.com.
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