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 17, 1995
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.
The Company entered into a Management Services Agreement with
Desjardins Laurentian Financial Corporation dated May 9, 1995, a copy of which
is attached hereto as Exhibit 10.2.1 and made a part hereof.
Item 6. Exhibits.
Exhibit 10.2.1 Management Services Agreement between the Company
and Desjardins Laurentian Financial Corporation dated
May 9, 1995.
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SIGNATURES
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
May 17,1995
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Page
Number
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<S> <C> <C>
Exhibit 10.2.1 Management Services Agreement between the Company 5
and Desjardins Laurentian Financial Corporation
dated May 9, 1995.
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EXHIBIT "10.2.1"
MANAGEMENT SERVICES AGREEMENT
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")
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
The present agreement aims to determine the invoicing methods of the services
rendered by DLFC to LCC.
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2
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
Commencing on January 1st, 1995 and up to December 31, 1995, 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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3
e) its representative services and support with respect to the
legislative and regulatory matters related to financial services.
2.2 Direct Services
Commencing on January 1st, 1995, DLFC agrees to make available to LCC the
following services:
a) the services of two (2) executives of DLFC as directors;
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
3.1 Billing of Indirect Services
LCC shall be billed for services provided by DLFC under Section 2.1 at a flat
amount of $196,363 CDN. Should DLFC's indirect ownership of LCC be changed
during 1995, this amount shall be pro-rated at the effective date of change of
control. 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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4
3.2 Billing of Direct Services
LCC shall be billed for services provided by DLFC under Section 2.2 at a rate
that 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
LCC may request at its discretion a review of DLFC's total charges and of the
allocation formula.
5. CONFIDENTIALITY
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
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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5
7. TERM
This agreement shall apply only to the services rendered during the year ending
December 31, 1995. LCC and DLFC contemplate the entering into an agreement with
respect to services to be provided by DLFC after such date, during 1996.
8. MISCELLANEOUS
8.1 Notice
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
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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6
8.3 Counterparts
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 9th DAY OF MAY, 1995.
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
1995 DLFC Charges to LCC
Direct Services
<TABLE>
<CAPTION>
1995
----------------------------------------
ANNUAL
INVOICING AMOUNT
----------------------------------------
<S> <C> <C>
a) Services of an executive
of DFLC as a Director * *
b) Risk management
program Annually **
c) Other services Upon completion ***
of services
</TABLE>
* The services of an executive of DLFC as a member of the Board of Directors
shall be free of charge in 1995 and 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
1995 DLFC Charges to LCC
Indirect Services
<TABLE>
<CAPTION>
1995 1994
------------------ --------------------
(Canadian dollars)
<S> <C> <C>
ANNUAL
INDIRECT
SERVICES 196,363 196,363
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