<PAGE>
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 of 15(d) of the
Securities Exchange Act of 1934
Date of Report: January 1, 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: 215/889-7400
Exhibit Index at page 4.
Page 1 of 9
<PAGE>
Item 1. CHANGES IN CONTROL OF REGISTRANT.
(a) To the best of knowledge of management of Laurentian Capital
Corporation (the "Company"), a change of control of the Company occurred on
January 1, 1994. Such change of control is described in a statement on Schedule
13D filed on January 11, 1994 (the "Schedule 13D") on behalf of La Confederation
des caisses populaires et d'economie Desjardins du Quebec, a cooperative
association constituted under the laws of the Province of Quebec, Canada (the
"Confederation"), and its subsidiaries, La societe financiere des caisses
Desjardins inc. ("SFCD") and La societe financiere Desjardins Laurentienne inc.
("SFDL") (together, the "Acquiring Persons"). The Schedule 13D reported certain
information with respect to the completion of the transaction previously
described in the Form 8-K Current Report of the Company dated October 20, 1993
and further described in the press release issued by SFDL on December 23, 1993
(the "Press Release"), a copy of which is attached hereto as Exhibit A and
incorporated by reference herein. In the Press Release, SFDL announced that
SFDL's public exchange offer had been completed and that closing of the
transactions described therein would occur on January 1, 1994. As described in
the Schedule 13D, as a result of the transactions described in the Press
Release, Laurentian Group Corporation ("Laurentian Group") became a wholly-owned
subsidiary of SFDL on such date.
As reported in the Schedule 13D, as a result of the described transactions
the Confederation, by virtue of its control of SFCD; SFCD, by virtue of its
ownership of approximately 80.8% of the voting securities of SFDL; and SFDL, by
virtue of its acquisition
Page 2 of 9
<PAGE>
of 98.7% of the voting stock of Laurentian Group, has acquired control of
Laurentian Group. Prior to the acquisition of control of Laurentian Group by
the Acquiring Persons, Laurentian Group was controlled by The Laurentian Mutual
Management Corporation, a Quebec mutual management corporation, through its
ownership of 100% of the common shares of The Laurentian Life and Health
Corporation, a Quebec capital stock insurance company.
Beneficial ownership of the Company's voting securities by The Imperial
Life Assurance Company of Canada ("Imperial"), which beneficially owns
approximately 72% of the voting securities of the Company, and Laurentian
Financial, Inc. ("Laurentian Financial"), a wholly-subsidiary of Laurentian
Group, which owns approximately 9.8% of the voting securities of the Company and
of which Imperial is a wholly-owned subsidiary, remains unchanged.
Information with respect to the amount and source of the consideration used
by the Acquiring Persons, and additional information with respect to the
transactions described herein, is contained in Item 3 of the Schedule 13D, the
text of which is appended hereto as Exhibit B. A letter agreement between SFCD
and SFDL with respect to financing is appended as
Exhibit C to the Schedule 13D.
(b) To the best of knowledge of the Company, there are no arrangements,
including any pledges by any person of securities of the Company or any of its
parents, the operation of which may at a subsequent date result in a change of
control of the Company.
Page 3 of 9
<PAGE>
Items 6. EXHIBITS.
Exhibit A Press Release by La Societe Financiere Desjardin
Laurentienne inc.
Exhibit B Text of Item 3 of Schedule 13D filed January 11, 1994 by La
Confederation des caisses populaires et d'economie
Desjardins du Quebec and affiliates
Page 4 of 9
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant duly caused this Report to be signed on behalf of the undersigned
hereto duly authorized.
LAURENTIAN CAPITAL CORPORATION
/s/ Bernhard M. Koch
---------------------------------------------
Bernhard M. Koch
Secretary
January 15, 1994
Page 5 of 9
<PAGE>
EXHIBIT INDEX
PAGE
NUMBER
Exhibit A Press Release by La Societe Financiere Desjardin 7
Laurentienne inc.
Exhibit B Text of Item 3 of Schedule 13D filed January 11, 1994 8
by La Confederation des caisses populaires et d'economie
Desjardins du Quebec and affiliates
Page 6 of 9
<PAGE>
LA SOCIETE FINANCIERE DESJARDINS LAURENTIENNE INC.'S
OFFER TO PURCHASE ALL SHARES OF
LA CORPORATION DU GROUPE LA LAURENTIENNE
IS A MAJOR SUCCESS
MONTREAL, THURSDAY, DECEMBER 23, 1993 - La societe financiere Desjardins
Laurentienne inc. ("SFDL"), a subsidiary of La societe financiere des caisses
Desjardins inc., announced today that 20,750,435 Class A shares (multiple voting
rights ) and approximately 33,627,471 Class B shares carrying La Corporation du
Groupe La Laurentienne ("CGLL") voting right, have been deposited as part of the
SFDL's public exchange offer, or 100% of the Class A shares (multiple voting
rights) and 98.7% of the Class B shares carrying CGLL voting right. The offer
expired December 22, 1993 at 11:59 p.m. Montreal time.
The SFDL will take delivery of all the shares deposited following the offer and
will pay the purchase price of them on January 1, 1994. In addition, the SFDL
will exercise its right under terms of Article 51 of the QUEBEC COMPANIES ACT to
buy Class B shares carrying CGLL voting right from shareholders who did not
deposit their shares as part of the offer.
Following the close of the offer, the SFDL plans to review its corporate
structure and operations, with a view in particular to pooling the assets of
CGLL and those of La societe financiere des caisses Desjardins inc. that will be
transferred to it immediately before the close of the offer.
Following the grouping, the SFDL will be a diversified financial institution in
a leadership position in the Canadian financial community, with operations in
the life insurance sector (Assurance-vie Desjardins, L'imperiale, La
Laurentienne Vie); in property insurance (Assurances generales Desjardins); in
banks (Laurentian Bank of Canada); in financial and trust services (Desjardins
Trustco); and in securities (Valeurs mobilieres Desjardins).
SFDL's pro forma consolidated assets at June 30, 1993, were more than $21
billion, with revenues of more than $2 billion and net income of more than $17
million.
The SFDL's Class A subordinate shares and Class A preferred shares will be
listed on the Montreal and Toronto stock exchanges.
Source: Carole Foster
Director, Communications
Tel.: (514) 286-3282
Page 7 of 9
<PAGE>
EXHIBIT B Page 1 of 2
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On November 5, 1993 the Confederation, through its subsidiary SFDL,
submitted to the shareholders of Laurentian Group a share exchange tender offer
for all the issued and outstanding Class A and Class B Subordinate Voting Shares
of Laurentian Group, which, through its subsidiaries Laurentian Financial and
Imperial, then held and continues to hold 81.8% of the outstanding Common Stock
of the Company. As of October 28, 1993, 20,750,435 Class A Shares, 33,337,123
Class B Subordinate Voting Shares and 145,510 Series 1 Non-Voting Preferred
Shares of Laurentian Group were issued and outstanding.
In exchange for shares held, the holders of voting shares of Laurentian
Group were offered their choice of:
A. $CDN 6.22 in cash for each 50% portion of each share deposited and a
combination of 0.0996 Class A Preferred Share of SFDL having a par
value of $CDN 25.00 and 0.1794 Class A Subordinate Voting Share of
SFDL for the other 50% portion of each share deposited; or
B. An unsecured promissory note having a par value of $CDN 6.22 issued by
SFDL for each 50% portion of each share deposited and a combination of
0.0996 Class A Preferred Share of SFDL having a par value of $CDN
25.00 and 0.1794 Class B Share (multiple voting rights) of SFDL for
the other 50% portion of each share deposited; or
C. $CDN 0.68 in cash, 0.234 Class A Preferred Share of SFDL having a par
value of $CDN 25.00 and 0.28406 Class B Share (multiple voting rights)
of SFDL for each share deposited; or
D. $CDN 0.56 in cash, 0.0972 Class A Preferred Share of SFDL having a par
value of $CDN 25.00 and 0.045449 Class B Share (multiple voting
rights) of SFDL for each share deposited.
The offer expired on December 22, 1993 at which time 20,750,435 or 100% of
the Class A Shares and approximately 33,627,471 or 98.7% of the Class B
Subordinate Voting Shares had been deposited. SFDL took delivery of all the
shares deposited and delivered the purchase price for them on January 1, 1994.
In addition, SFDL will exercise its right under the terms of Article 51 of the
Quebec Companies Act to purchase the Class B Subordinate Voting Shares not
tendered.
Page 8 of 9
<PAGE>
EXHIBIT B Page 2 of 2
The aggregate cash consideration paid for the shares of Laurentian Group
was borrowed by SFCD from La Caisse centrale Desjardins du Quebec, a related
entity of the Confederation, and contributed to SFDL in exchange for shares of
SFDL. In addition to an aggregate cash payment of $CDN 66,959,740.93, unsecured
promissory notes in an aggregate principal amount of $CDN 160,094,863.28,
6,838,034 Class A Preferred Shares, 1,614,456 Class A Subordinate Voting Shares
and 11,711,874 Class B Shares were issued by SFDL in exchange for the shares of
Laurentian Group tendered at December 22, 1993. The total aggregate
consideration to be paid for the shares of the Laurentian Group as a result of
the shares tendered at December 22, 1993 and assuming that SFDL exercises its
right under the terms of Article 51 of the Quebec Companies Act to purchase the
Class B Subordinate Voting Shares not tendered would be an aggregate cash
payment of $CDN 68,294,117.53 and issuance of unsecured promissory notes in an
aggregate principal amount of $CDN 160,094,863.28, 6,881,942 Class A Preferred
Shares, 1,693,545 Class A Subordinate Voting Shares and 11,711,874 Class B
Shares.
As a result of the foregoing transaction and assuming that SFDL exercises
its right to purchase the shares of Laurentian Group not tendered, approximately
19.2% of the voting securities of SFDL will be held by the former shareholders
of Laurentian Group.
Page 9 of 9
