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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: May 3, 1994
LAURENTIAN CAPITAL CORPORATION
Commission File No.: 0-8403
Incorporated in the I.R.S. Employer Identification No.
State of Delaware 59-1611314
640 Lee Road Suite 303
Wayne, Pennsylvania 19087
Registrant's Telephone Number
Including Area Code: 610/889-7400
Exhibit Index at page 4.
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Item 5. Other Events.
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The Company entered into a Management Services Agreement with
Desjardins Laurentian Financial Corporation dated May 3, 1994, a
copy of which is attached hereto as Exhibit 10.2.1 and made a part
hereof.
Item 6. Exhibits.
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Exhibit 10.2.1 Management Services Agreement between the
Company and Desjardins Laurentian Financial
Corporation dated May 3, 1994.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant duly caused this Report to be signed on its
behalf by the undersigned hereunto duly authorized.
LAURENTIAN CAPITAL CORPORATION
BY: /s/ Bernhard M. Koch
---------------------------
Bernhard M. Koch
Secretary
June 17, 1994
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EXHIBIT INDEX
Page
Number
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Exhibit 10.2.1 Management Services Agreement between the 5
Company and Desjardins Laurentian Financial
Corporation dated May 3, 1994.
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EXHIBIT "10.2.1"
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MANAGEMENT SERVICES AGREEMENT
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BETWEEN: DESJARDINS LAURENTIAN FINANCIAL CORPORATION,
a duly incorporated company, having its
principal place of business at 1 Complexe
Desjardins, P.O. Box 10500, Desjardins
Station, Montreal, Province of Quebec, H5B
1J1, herein represented by Humberto Santos,
its President and Chief Executive Officer,
and Guy Rivard, its Senior-Vice President
Finance and Administration, both duly
authorized as they so declare, hereinafter
referred to as:
("DLFC")
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AND : LAURENTIAN CAPITAL CORPORATION, a
corporation duly incorporated under the laws
of the State of Delaware, having its head
office at 640 Lee Road, Suite 303, Wayne,
Pennsylvania 19087, herein represented by
Robert T. Rakich, its President and Chief
Executive Officer, and Bernhard Koch, its
Senior Vice-President, Chief Financial
Officer, Treasurer and Secretary,
hereinafter referred to as:
("LCC")
-------
WHEREAS DLFC, a subsidiary of SFCD (Societe financiere des caisses
Desjardins), is a holding company which provides management services
to its subsidiaries, associated companies and parent company (the
"Group");
WHEREAS LCC is a member of the Group and is located in the United
States;
ACCORDINGLY THE PARTIES HERETO AGREE AS FOLLOWS:
1. PURPOSE
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The present agreement aims to determine the invoicing methods of the
services rendered by DLFC to LCC.
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For the purpose of the present agreement, the services rendered by
DLFC include the services rendered to LCC and its subsidiaries which
will be entirely charged to LCC.
2. CERTAIN MANAGEMENT RELATED SERVICES
-----------------------------------
2.1 Indirect Services
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Commencing on January 1st, 1994 and up to December 31, 1994, DLFC
agrees to make available to LCC and LCC agrees to purchase the
following services:
a) its planning services, including preparation and
distribution on a regular basis of business environmental
reviews, development of planning tools, administration and
maintenance of an information base on financial industry
competitors and the coordination and support of key
planning projects;
b) its financial management services, including preparation
and updating of the financing strategies, maintenance of
alternative financing sources and their availability to
member companies, consultation on the development of
financial management reporting and control systems,
consultation on the design and conduct of internal audit
activities and monitoring developments in the area of
accounting policies and shareholders reporting;
c) its communication services, including review of most press
releases, development of basic communication strategies for
external and internal purposes, advisory services
pertaining to media relations, marketing program launches
and major corporate announcements, provision of support
services for communication needs pertaining to annual
reports and, administration and development of
communication programs to constituencies such as financial
analysts and government bodies;
d) its legal, financial and strategic support in respect of
acquisition and reorganization undertaken to meet LCC's
growth strategy;
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e) its representative services and support with respect to the
legislative and regulatory matters related to financial
services.
2.2 Direct Services
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Commencing on January 1st, 1994, DLFC agrees to make available to LCC
the following services:
a) the services of an executive of DLFC as director;
b) the maintenance of a risk management program;
c) any other services requested by LCC.
For each of these items, a specific agreement will be drafted and
corresponding invoices will be transmitted to LCC for payment.
3. COST OF SERVICES
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3.1 Billing of Indirect Services
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LCC shall be billed for services provided by DLFC under Section 2.1
at a flat amount of $196,363 CDN. This amount represents an
approximation of the cost incurred by DLFC for providing such
services, to the exclusion of costs associated with its ownership
charges. The cost incurred by DLFC for providing such services shall
be determined by considering a variety of relevant factors, including
without limitation, personnel costs incurred in providing such
services, actual expenses incurred from third parties, out-of-pocket
expenses, and the cost of materials and overhead consumed in providing
the services requested and the allocation of such costs on a
reasonable basis to all member companies of the Group.
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3.2 Billing of Direct Services
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LCC shall be billed for services provided by DLFC under Section 2.2
at the rate specified in Schedule A. The rate represents the actual
cost incurred by DLFC for providing such services and paid to third
parties. The cost of other services requested by LCC will be mutually
agreed upon before they are incurred by DLFC.
4. REVIEW OF SERVICES
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LCC may request at its discretion a review of DLFC's total charges and
of the allocation formula.
5. CONFIDENTIALITY
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All information provided by LCC to DLFC in connection with this
Agreement shall be provided only to assist DLFC in providing the
direct and indirect services to LCC. DLFC agrees to hold all such
information in the strictest confidentiality and further agrees that
it will not disseminate or make any other use of such information in
contravention of United States federal or state securities laws or
other applicable laws.
6. INTERPRETATION
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Should any dispute or question arise out of or in connection with this
Agreement, DLFC or LCC, as the case may be, will submit the dispute
or question to a mutually acceptable arbitrator who will render a
decision with respect to the dispute or question within ten (10) days
of such submission. If DLFC and LCC cannot select a mutually
acceptable arbitrator, each of DLFC and LCC shall select an
arbitrator, and the arbitrators so selected will select a third
arbitrator, and the dispute or question shall be decided by a majority
of the three arbitrators within ten (10) days following the selection
of such third arbitrator. DLFC and LCC agree that the decision
rendered by the arbitrator or arbitrators shall be final and binding.
DLFC and LCC agree that each shall pay half the cost of such
arbitration.
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7. TERM
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This agreement shall apply only to the services rendered during the
year ending December 31, 1994. LCC and DLFC contemplate the entering
into an agreement with respect to services to be provided by DLFC
after such date, during 1995.
8. MISCELLANEOUS
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8.1 Notice
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Any notice, request, instruction, consent, approval or other
communication required or permitted hereunder shall be made in writing
and shall be delivered personally, sent by certified or registered
mail, postage prepaid, telegraphed, sent by facsimile transmission or
by telex, and shall be deemed given when so delivered personally,
telegraphed, telexed, sent by facsimile transmission, or, if mailed,
four (4) days after the date of deposit in the mail, as follows:
TO DLFC: Desjardins Laurentian Financial Corporation
1 Complexe Desjardins, P.O. Box 10500
Desjardins Station
Montreal, Quebec, Canada
H5B 1J1
Attn: Senior Vice-President Finance and
Administration
TO LCC: Laurentian Capital Corporation
640 Lee Road
Suite 303
Wayne, PA 19087
Attn: President and Chief Executive Officer
8.2 Governing Law
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The validity, interpretation, enforceability and performance of this
Agreement shall be construed and enforced in accordance with the laws
of Canada.
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8.3 Counterparts
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This Agreement may be executed in counterparts, each of which shall
constitute one and the same instrument.
IN WITNESS WHEREOF EACH OF THE PARTIES HAS CAUSED THIS AGREEMENT TO
BE EXECUTED ON ITS BEHALF BY ITS DULY AUTHORIZED OFFICERS ON THE
3rd DAY OF MAY, 1994.
DESJARDINS LAURENTIAN FINANCIAL CORPORATION
By: /s/ Humberto Santos
----------------------------------------
Humberto Santos, President and Chief
Executive Officer
By: /s/ Guy Rivard
----------------------------------------
Guy Rivard, Senior Vice-President
Finance and Administration
LAURENTIAN CAPITAL CORPORATION
By: /s/ Robert T. Rakich
----------------------------------------
Robert T. Rakich, President and Chief
Executive Officer
By: /s/ Bernhard Koch
----------------------------------------
Bernhard Koch, Senior Vice-President,
Chief Financial Officer,
Treasurer and Secretary
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SCHEDULE A
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1994 DLFC Charges to LCC
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Direct Services
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1994
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ANNUAL
INVOICING AMOUNT 1993
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(Canadian dollars)
a) Services of an executive
of DLFC as Director * * *
b) Risk management
program Annually ** **
c) Other services Upon completion
of services *** ***
* The services of an executive of DLFC as a member of the
Board of Directors shall be free of charge in 1994.
** All documentation and information concerning costs will be
monitored by the Corporation's Vice-president and
Controller.
*** Charges to be based on specifically requested services.
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SCHEDULE B
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1994 DLFC Charges to LCC
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Indirect Services
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1994 1993
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(Canadian dollars)
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ANNUAL
INDIRECT
SERVICES 196,363 196,363
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