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): June 11, 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 June 11, 1998 that the
Company executed a non-binding memorandum of terms 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, plus cash in an amount currently estimated to be approximately
$0.18 per share.
In addition to the proposed merger with TeleSpectrum, the Company also
announced that it signed a letter of intent to sell its wholly-owned subsidiary,
Casino Money Centers, Inc. ("CMC"), to an entity controlled by J. Brian O'Neill,
the Company's Chief Executive Officer, for $2.1 million in cash.
Both the merger and sale of CMC are subject to the fulfillment of various
conditions, including the completion of a definitive merger agreement and
purchase agreement with TeleSpectrum and Mr. O'Neill, respectively, as well as
the completion of due diligence and board of directors and special committee
approvals. The TeleSpectrum merger also requires approval of the Company's
stockholders.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
99.1 Press release dated June 11, 1998.
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SIGNATURE
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: June 18, 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 June 11, 1998.
Exhibit 99.1
PRESS RELEASE
(For Further Information Contact: Jonathan P. Robinson, CFO (610) 878-7429)
CRW FINANCIAL, INC. AGREES TO MERGE WITH
TELESPECTRUM WORLDWIDE, INC.
WEST CONSHOHOCKEN, PA. JUNE 11, 1998 CRW FINANCIAL, INC. (Nasdaq Small Cap
Market symbol: CRWF) today announced that it has signed a non-binding memorandum
of terms 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 plus approximately $0.18 per share in cash.
CRWF also announced that after a nine-month search to locate a third party
buyer, it has signed a letter of intent to sell its Casino Money Centers, Inc.
subsidiary to an entity controlled by J. Brian O'Neill, CRWF's Chief Executive
Officer, for $2.1 million in cash. Both the merger and sale of CMC are subject
to the completion of a definitive merger and purchase agreement, respectively,
as well as completion of due diligence, board of directors and special committee
approvals, including the receipt of fairness opinions by an independent
financial advisor to CRWF's special committee of its board of directors and
shareholder approvals.
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.
CRWF's remaining cash on hand immediately prior to closing after payment of
these liabilities will be acquired by TLSP in the merger. As a result, the
amount of cash per share paid by TLSP in the merger will be dependent upon this
remaining amount of CRWF cash. In addition, all outstanding options, warrants
and rights pursuant to convertible indebtedness to acquire CRWF common stock
will be converted into rights to acquire the TLSP stock and cash merger
consideration. CRWF currently expects the merger to close by the fourth quarter
of 1999.
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 6,473,853 shares of CRW common stock outstanding. In
addition, options, warrants and rights pursuant to convertible indebtedness to
purchase 1,980,101 shares of CRW are currently exercisable. The aggregate
exercise proceeds from the derivatives described above is $5,678,854.
This press release contains forward-looking statements relating to the
closing of the merger and sale of CMC and 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.
