-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H2G8qFI6Hde2MuJmJkJcQ/7tF5yNS+EC646VNg+UtpjrBXsgJQc7eCzw5zCVQzAR KsW2rPfTn28YcLT9Llj8uA== 0001028643-05-000005.txt : 20050209 0001028643-05-000005.hdr.sgml : 20050209 20050208191921 ACCESSION NUMBER: 0001028643-05-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050202 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050209 DATE AS OF CHANGE: 20050208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOLLAR FINANCIAL GROUP INC CENTRAL INDEX KEY: 0001028643 STANDARD INDUSTRIAL CLASSIFICATION: FUNCTIONS RELATED TO DEPOSITORY BANKING, NEC [6099] IRS NUMBER: 132997911 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-18221 FILM NUMBER: 05585620 BUSINESS ADDRESS: STREET 1: 1436 LANCASTER AVE STREET 2: STE 210 CITY: BERWYN STATE: PA ZIP: 19312-1288 BUSINESS PHONE: 6102963400 MAIL ADDRESS: STREET 1: 1436 LANCASTER AVENUE STREET 2: STE 210 CITY: BERWYN STATE: PA ZIP: 19312-1288 8-K 1 dfg8k020205.txt 8K FOR JW AGREEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 2, 2005 DOLLAR FINANCIAL CORP. (Exact name of registrant as specified in its charter) Delaware 000-50866 23-2636866 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification Number) 1436 Lancaster Avenue, Berwyn, Pennsylvania 19312-1288 (Address of principal executive offices) (zip code) (610) 296-3400 (Registrant's telephone number, including area code) DOLLAR FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) New York 333-18221 13-2997911 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification Number) 1436 Lancaster Avenue, Berwyn, Pennsylvania 19312-1288 (Address of principal executive offices) (zip code) (610) 296-3400 (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2): [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Explanatory Note This Current Report on Form 8-K is filed by Dollar Financial Corp., a Delaware corporation ("Corp"), pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and by Corp's wholly-owned subsidiary, Dollar Financial Group, Inc., a New York corporation ("Group" and, together with Corp, the "Registrants") pursuant to Section 15(d) of the Exchange Act. Item 1.01. Entry into a Material Definitive Agreement. On February 2, 2005, the Registrants entered into a letter agreement with Jeffrey Weiss, the Chief Executive Officer of each of the Registrants, relating to certain loans made by the Registrants to Mr. Weiss in an aggregate principal amount of approximately $6.3 million. Pursuant to the letter agreement, among other things, (i) the Registrants agreed to forgive an aggregate of approximately $2.3 million of accrued interest owed by Mr. Weiss with respect to the loans, and (ii) Mr. Weiss exchanged 394,286 shares of common stock, par value $0.001 per share, of Corp in full satisfaction of the outstanding principal amount of such loans. Such forgiveness of interest receivable and exchange of shares in satisfaction of principal resulted in a decrease in our assets and stockholders equity on the date the transactions were completed. Such exchange was not subject to the applicable provisions of the 180-day lockup agreement signed by Mr. Weiss. The letter agreement is filed herewith as Exhibit 10.1 and is incorporated herein by this reference. Item 9.01. Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Description ------------ ------------- Exhibit 10.1 Letter Agreement dated as of February 2, 2005, by and among Dollar Financial Corp., Dollar Financial Group, Inc. and Jeffrey Weiss. SIGNATURES Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DOLLAR FINANCIAL CORP. (Registrant) By: /s/ Randy Underwood ---------------------- Name: Randy Underwood Title: Executive Vice President and Chief Financial Officer Date: February 8, 2005 INDEX TO EXHIBITS Exhibit No. Description - ------------ ------------- Exhibit 10.1 Letter Agreement dated as of February 2, 2005, by and among Dollar Financial Corp., Dollar Financial Group, Inc. and Jeffrey Weiss. EX-10 2 exhibit101_020205.txt JW AGREEMENT Dollar Financial Corp. 1436 Lancaster Ave. Berwyn, PA 19312 February 2, 2005 Jeffrey Weiss Dollar Financial Corp. 1436 Lancaster Ave. Berwyn, PA 19312 Re: Satisfaction of Debt Obligations -------------------------------- Dear Mr. Weiss: This letter agreement (this "Letter Agreement") is made with reference to the following facts and circumstances: A. You ("Borrower") have executed that certain Secured Promissory Note dated December 18, 1998 in favor of Dollar Financial Group, Inc. ("Group") in the initial principal amount of $2,000,000.00 (the "Group Note") and that certain Pledge Agreement of even date therewith securing the obligations evidenced thereby (the "Group Pledge Agreement"). B. Borrower has executed that certain Secured Promissory Note dated December 18, 1998 in favor of Lender in the initial principal amount of $4,308,570.36 (the "Corp Note" and, together with the Group Note, the "Notes") and that certain Pledge Agreement of even date therewith securing the obligations evidenced thereby (together with the Group Pledge Agreement, the "Pledge Agreements"). C. Pursuant to an Assignment and Assumption Agreement of even date herewith (the "Assumption Agreement"), Dollar Financial Corp. ("Lender") will, simultaneously with the transactions contemplated by this Letter Agreement, purchase and assume the rights and obligations of Group under the Group Note and the Group Pledge Agreement. D. Group desires to forgive any and all accrued interest under the Group Note and Lender desires to forgive any and all accrued interest under the Corp Note. E. Borrower desires to surrender to Lender shares of Lender's common stock, par value $.001 per share ("Shares"), held by Borrower, options to acquire Shares ("Options") held by Borrower and/or cash as detailed on Schedule 1 hereto, in full satisfaction of the principal amount of Borrower's obligations under the Notes. F. Lender desires to accept Borrower's exchange of Shares, Options and/or cash in full satisfaction of the principal amount of Borrower's obligations under the Notes and release any remaining Pledged Collateral (as defined in each of the Pledge Agreements) securing such obligations. In consideration of the foregoing, Borrower, Group and Lender hereby agree that simultaneously with the execution of the transactions contemplated by the Assumption Agreement: 1. Group hereby forgives any and all accrued interest owed by Borrower under the Group Note and Lender hereby forgives any and all accrued interest owed by Borrower under the Corp Note. 2. Borrower hereby surrenders to Lender and Lender hereby accepts from Borrower the Shares, Options and/or cash set forth on Schedule 1 hereto in full satisfaction of the principal amount of Borrower's obligations under the Notes; it being agreed by the parties that for the purposes of this Letter Agreement, the value of each Share shall be deemed to be the initial public offering price in Lender's initial public offering and for each Option the Borrower is being credited an amount equal to such initial public offering price minus the exercise price of such Option. 3. Lender hereby releases any remaining Pledged Collateral securing Borrower's obligations under the Notes. 4. This Letter Agreement, and the rights and remedies of Borrower, Group and Lender hereunder, shall be governed by and construed in accordance with the laws of the State of Delaware without regard to conflicts or choice of laws principles. 5. This Letter Agreement cannot be modified except by an instrument in writing (referring specifically to this Letter Agreement) executed by Borrower, Group and Lender. 6. This Letter Agreement shall be binding upon and inure to the benefit of Borrower, Group, Lender and their respective successors and assigns. 7. This Letter Agreement may be executed in multiple counterparts, each of which shall be fully effective as an original and both of which together shall constitute one and the same instrument. A facsimile of a party's signature or initials shall have the same effect as the original ink-signed signature and initials of such party. If the terms and provisions set forth above are satisfactory to you, please date and execute the enclosed copy of this Letter Agreement in the space provided below and return it the undersigned. [SIGNATURE PAGE FOLLOWS] Very truly yours, DOLLAR FINANCIAL CORP., a Delaware corporation By: /s/Donald F. Gayhardt ------------------------- Name: Donald F. Gayhardt Title: President DOLLAR FINANCIAL GROUP, INC. a New York corporation By: /s/Donald F. Gayhardt ------------------------ Name: Donald F. Gayhardt Title: President ACCEPTED AND AGREED TO THIS 2ND DAY OF FEBRUARY, 2005 By: /s/Jeffrey Weiss ------------------------ Name: Jeffrey Weiss Schedule 1 - ------------------------------------------------------------------------------------------------------------------- Value Per Share (IPO Price) Stock Certificate Number or or Number of Shares or Options Value Per Option (IPO Aggregate Value of Shares Date of Option Agreement Surrendered Price Minus Exercise or Options Surrendered Price) - -------------------------------- ------------------------- -------------------------- ----------------------------- 394,286 $16.00 $6,308,576 - -------------------------------- ------------------------- -------------------------- ----------------------------- - -------------------------------- ------------------------- -------------------------- ----------------------------- - -------------------------------- ------------------------- -------------------------- ----------------------------- - -------------------------------- ------------------------- -------------------------- ----------------------------- -------------------------- ----------------------------- Cash Surrendered: -------------------------- ----------------------------- ========================== ============================= TOTAL VALUE SURRENDERED: $6,308,576 ========================== =============================
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