-----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, IGFJTNSQGRxPU7fsYU81No8tfRF0gBF3Gnv6/usb5o9PaOtgzmYUx03xBPVtkCK2 AI+t+0XcHHb4ryEbZEUVxA== 0000950144-96-003561.txt : 19960620 0000950144-96-003561.hdr.sgml : 19960620 ACCESSION NUMBER: 0000950144-96-003561 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960619 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960619 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMERGENT GROUP INC CENTRAL INDEX KEY: 0000277028 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 570513287 STATE OF INCORPORATION: SC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-08909 FILM NUMBER: 96582931 BUSINESS ADDRESS: STREET 1: 15 SOUTH MAIN ST STE 750 CITY: GREENVILLE STATE: SC ZIP: 29601 BUSINESS PHONE: 8642358056 MAIL ADDRESS: STREET 1: 15 SOUTH MAIN ST STE 750 CITY: GREENVILLE STATE: SC ZIP: 29601 FORMER COMPANY: FORMER CONFORMED NAME: NRUC CORP DATE OF NAME CHANGE: 19911002 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL RAILWAY UTILIZATION CORP DATE OF NAME CHANGE: 19840813 8-K 1 EMERGENT GROUP 8-K 1 UNITED STATES 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 Date of Report: June 19, 1996 EMERGENT GROUP, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) South Carolina 0-8909 57-0513287 - ------------------------ ----------- ---------------------- (State or other juris- (Commission (IRS Employer diction of incorporation) File Number) Identification Number) Suite 750, 15 South Main Street, Greenville, South Carolina 29601 - ----------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (864) 235-8056 The Exhibit Index appears on page 4 hereof. 1 2 ITEM 5. OTHER EVENTS By letter dated May 31, 1996, Emergent Group, Inc. ("Emergent") was informed that First Greensboro Home Equity, Inc. and First Greensboro Home Equity of Arkansas, Inc. (collectively, "First Greensboro") were terminating their agreement (the "Agreement") with certain Emergent subsidiaries. A copy of this letter is attached hereto as Exhibit 99.1. This termination is expected to have a material adverse effect on Emergent's loan originations. During 1995 and the first quarter of 1996, approximately 44.5% and 48.7%, respectively, of Emergent's total loans were originated through First Greensboro. In its May 31, 1996 letter, First Greensboro has offered to pay the sum of $5,058,548.00 for its breach of contract, which represents what it contends to be the amount owing under the Agreement as a result of such termination. Emergent disagrees with this position and has declined to accept this amount. Emergent believes that as a result of the breach of contract by First Greensboro, it has or will sustain much greater damages than the amount offered, and further believes that under South Carolina law, it is entitled to such additional damages to the extent that such damages can be demonstrated. Emergent intends to take appropriate steps to collect the $5,058,548 and such greater damages, although no assurance can be given that Emergent will be successful in its efforts to collect more than the amount offered. Except for such termination, the contract with First Greensboro would have terminated, if not renewed, on December 31, 1997. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of the Businesses Acquired. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Exhibits. 99.1 Letter of First Greensboro Home Equity, Inc. 2 3 SIGNATURES 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. EMERGENT GROUP, INC. June 19, 1996 By: /s/ John M. Sterling, Jr. ------------------------------------- John M. Sterling, Jr. President and Chief Executive Officer 3 4 EXHIBIT INDEX 99.1 Letter of First Greensboro Home Equity, Inc. 4 EX-99.1 2 LETTER OF FIRST GREENSBORO HOME EQUITY, INC. 1 EXHIBIT 99.1 FIRST GREENSBORO HOME EQUITY, INC. HOME OFFICE First Greensboro Executive Centre 4830 Koger Boulevard Greensboro, NC 27407 Office 910-855-4825 Fax 910-299-8226 May 31, 1996 Mr. Keith Giddens, CEO Mr. Dennis W. Canupp, COO Emergent Mortgage Corp. 208 Garvin Street, P.O. Box 998 Pickens, SC 29671 Dear Keith and Dennis: As I previously advised you, First Greensboro Home Equity, Inc. feels that it must terminate the Revised and Restated Agreement dated January 1, 1996 between it and Emergent Mortgage Corp. and various affiliated corporations. We have enjoyed our mutually profitable arrangement with Emergent over the past two years, and our termination of the Agreement is the result of a change in direction of our company rather than any dissatisfaction with the relationship. First Greensboro will of course, honor the termination provisions of the Agreement. Pursuant to Section 10(b), we submit to you with this letter our check in the amount of $5,058,548.00 in full satisfaction of our obligations under the Agreement. The amount of the payment is calculated based on the 12-month period beginning June 1, 1995 and ending on the date hereof. As you know, First Greensboro has been negotiating with a major regional bank holding company regarding its purchase of an equity interest in the Company. On May 30, 1996, we entered into a Stock Acquisition Agreement with Centura Banks, Inc., whereby Centura will purchase from the Company and its shareholders shares representing approximately 49% of the equity of the Company. For your information, a copy of the Stock Acquisition Agreement is enclosed. From our previous conversations, we are aware that you believe that Emergent has a right of first refusal with respect to this transaction under Section 6(b)(vi) of our Agreement. We do not believe this to be the case. By its terms, implementation of that section requires the execution by the shareholders of First Greensboro of the Agreement. In fact, to our knowledge no shareholders ever signed the Agreement. Therefore, the provisions of that paragraph are void. However, if you are interested in purchasing a 49% interest in First Greensboro, we shall entertain any proposal that you choose to present to us on or before June 10, 1996. First Greensboro intends to cooperate with Emergent in terminating our relationship. Therefore, we are open to a "workout" period during which you would continue to purchase our loans following termination of the Agreement. We shall be happy to discuss any suggestions you wish to make in this regard. Sincerely, FIRST GREENSBORO HOME EQUITY, INC. W. C. Jordan, Jr. 5 -----END PRIVACY-ENHANCED MESSAGE-----