8-K 1 form8k_23543.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 August 29, 2000 Date of Report (Date of Earliest Event Reported) Ameritrans Capital Corporation (Exact name of Registrant as specified in its charter) Delaware 333-63951 52-2102424 (State or other jurisdiction of (Commission (I.R.S. Employee incorporation or organization) File No.) I.D. Number) 747 Third Avenue, 4th Floor New York, New York 10117 (Address of principal executive offices (Zip Code) (800) 214-1047 (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS. On May 4, 2000, an Agreement and Plan of Merger (the "Merger Agreement") was executed by and among Medallion Financial Corp. ("Medallion"), AMTC Merger Corp., a wholly-owned subsidiary of Medallion ("Merger Corp."), and Ameritrans Capital Corporation ("Ameritrans"). On August 29, 2000 the parties executed Amendment No. 8 to the Merger Agreement, which adjusted the pricing formula of the merger transaction. Under the terms and subject to the satisfaction of certain conditions contained in the Merger Agreement, it is anticipated that Merger Corp. will merge with and into Ameritrans (the "Merger"), and that Ameritrans will become a wholly-owned subsidiary of Medallion. Following the satisfaction of pre-closing conditions, including the approval of the shareholders of Ameritrans and Medallion, regulatory approval, and the approval of certain commercial bank lenders, it is expected that closing of the Merger will occur during the fourth quarter of this year. The Merger Agreement contemplates the issuance of shares of common stock of Medallion as consideration for the surrender and exchange of the outstanding shares of common stock of Ameritrans. The number of shares to be issued by Medallion as the merger consideration is dependent upon the average market price of Medallion common stock over a twenty (20) day time period immediately prior to the closing of the Merger. Based upon the closing price on May 4 of $16.50 for Medallion, Ameritrans shareholders would have received under the original formula .5842 shares of Medallion common stock, or $9.64. Under the terms of Amendment No. 8 and based upon the same closing prices, Ameritrans shareholders would receive .5563 shares of Medallion common stock, or $9.18. If the average market price of Medallion common stock over the twenty (20) day period is less than $15.00 per share, then either Ameritrans or Medallion has the right to terminate the Merger Agreement. The Merger Agreement contains other customary terms and provisions, including representations, warranties, covenants, and conditions. The Merger Agreement contemplates that the Merger will be accounted for under the pooling method of accounting. (c) EXHIBITS. (2.1) Amendment No. 8 dated as of August 29, 2000 to the Agreement and Plan of Merger dated as of May 4, 2000, by and among Medallion Financial Corp., AMTC Merger Corp., and Ameritrans Capital Corporation. -2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly authorized and caused the undersigned to sign this Report on the Registrant's behalf. AMERITRANS CAPITAL CORPORATION By: /s/ Gary Granoff ---------------------- Name: Gary Granoff Title: President Dated: September 6, 2000 -3-