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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Filed pursuant to Section 12, 13, or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 3, 1998
CRW FINANCIAL, INC.
(Exact name of issuer as specified in charter)
DELAWARE 0-26014 23-2691986
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation or Organization) file number) Identification Number)
443 South Gulph Road
King of Prussia, PA 19406
(Address of principal executive offices)
(610) 878-7400
(Registrant's telephone number, including area code)
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Item 5. Other Events.
CRW Financial, Inc. (the "Company") announced on September 3, 1998 that
it had signed a definitive agreement to merge with TeleSpectrum Worldwide, Inc.
("TeleSpectrum"). The terms of the merger call for each share of the common
stock of the Company to be exchanged for .709 shares of TeleSpectrum common
stock. Immediately prior to the merger, the Company expects to declare and pay a
cash dividend equal to its net assets as of the closing date of the merger,
currently estimated at approximately $0.18 per share.
The completion of the merger is expected to occur in the fourth quarter
of 1998 and is subject to the approval of the Company's shareholders,
termination of the waiting period under the Hart-Scott-Rodino Act and the
completion of the Company's sale of its Casino Money Centers, Inc. ("CMC")
subsidiary. The Company is currently negotiating a definitive agreement to sell
CMC to an entity controlled by J. Brian O'Neill, the Company's Chief Executive
Officer.
The cash proceeds from the sale of CMC will be used to extinguish all
of the Company's liabilities existing immediately prior to closing. The
remaining cash on hand will be used to fund the dividend to be paid immediately
prior to the merger.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
99.1 Press release dated September 3, 1998.
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SIGNATURE
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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 hereunto duly authorized.
CRW FINANCIAL, INC.
Date: September 13, 1998 By: /s/ Jonathan P. Robinson
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Jonathan P. Robinson, Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release dated September 3, 1998.
Exhibit 99.1
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PRESS RELEASE
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(For Further Information Contact: Jonathan P. Robinson, CFO (610) 878-7429)
CRW FINANCIAL, INC. SIGNS DEFINITIVE AGREEMENT TO MERGE
WITH TELESPECTRUM WORLDWIDE, INC.
WEST CONSHOHOCKEN, PA. September 3, 1998 CRW FINANCIAL, INC. (Nasdaq Small Cap
Market symbol: CRWF) today announced that it has signed a definitive agreement
to merge with TeleSpectrum Worldwide, Inc. (Nasdaq NMS symbol: TLSP). The terms
of the merger call for each share of CRWF stock to be exchanged for .709 shares
of TLSP common stock. Immediately prior to the merger CRWF expects to declare
and pay a cash dividend equal to its net assets as of the closing date of the
merger, currently estimated at approximately $0.18 per share. CRWF expects that
for Federal income tax purposes it will not have any gain in connection with the
merger. The completion of the merger is expected to occur in the fourth quarter
of 1998 and is subject to the approval of CRWF's shareholders, termination of
the waiting period under the Hart-Scott-Rodino Act and the completion of CRWF's
sale of its Casino Money Centers, Inc. ("CMC") subsidiary. CRWF is currently
negotiating a definitive agreement to sell CMC to an entity controlled by J.
Brian O'Neill, CRWF's Chief Executive Officer.
The cash proceeds from the sale of Casino Money Centers, Inc. will be used to
extinguish all of CRW's liabilities existing immediately prior to closing. The
remaining cash on hand will be used to fund the dividend to be paid immediately
prior to the merger. In addition, all outstanding options, warrants and rights
pursuant to convertible indebtedness to acquire CRWF common stock will be
converted into right to acquire the TLSP stock.
CRW Financial, Inc. founded TLSP in April 1996. TLSP is a premier provider of
call center related services. CRWF currently owns 6.268.173 shares of TLSP
common stock (excluding 678,410 shares of TLSP common stock owned by CRWF, but
subject to call options written by CRWF with an exercise price of $1.50 per
share). CRW currently has 6,533,209 shares of CRW common stock outstanding. In
addition, options, warrants and rights pursuant to convertible indebtedness to
purchase 1,920,745 shares of CRW are currently exercisable. The aggregate
exercise proceeds from the derivatives described above is $5,582,424.
This press release contains forward-looking statements relating to the closing
of the merger and sale of CMC and certain other matters. The Private Securities
Litigation Reform Act of 1995 provides a safe harbor for forward-looking
statements. In order to comply with the terms of the safe harbor, the Company
notes that a variety of factors could cause the merger or the sale of CMC to be
terminated. The words "expects" and "approximately" identify forward-looking
statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which reflect management's analysis only as of the
date hereof. The Company undertakes no obligation to publicly revise these
forward-looking statements to reflect events or circumstances that arise after
the date hereof.
