-----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, SGQ4NbAgXnLX+GnoZ1ftYEqMPBN9aI4Tq+WLh0FnOBnSocw/eFFoGouMOrNWB12m 4zbWNibZSXu1MPqZFgoyBQ== 0000950134-97-003031.txt : 19970421 0000950134-97-003031.hdr.sgml : 19970421 ACCESSION NUMBER: 0000950134-97-003031 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970414 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970418 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEARCH CAPITAL GROUP INC CENTRAL INDEX KEY: 0000318672 STANDARD INDUSTRIAL CLASSIFICATION: SHORT-TERM BUSINESS CREDIT INSTITUTIONS [6153] IRS NUMBER: 411356819 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-09539 FILM NUMBER: 97583461 BUSINESS ADDRESS: STREET 1: 700 N PEARL ST STE 400 STREET 2: PLZ OF THE AMERICAS NORTH TOWER CITY: DALLAS STATE: TX ZIP: 75201-7490 BUSINESS PHONE: 2149656000 MAIL ADDRESS: STREET 1: 700 N PEARL STE 400,NORH TOWER STREET 2: PLAZA OF THE AMERICAS CITY: DALLAS STATE: TX ZIP: 75201-7490 FORMER COMPANY: FORMER CONFORMED NAME: SEARCH NATURAL RESOURCES INC DATE OF NAME CHANGE: 19920703 8-K 1 FORM 8-K DATED APRIL 14, 1997 1 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) April 14, 1997 ------------------------------- SEARCH CAPITAL GROUP, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) DELAWARE 0-9539 41-1356819 - ---------------------------------------------- ------------------------ ------------------------------------ (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 700 N. PEARL STREET SUITE 400 DALLAS, TEXAS 75201-7490 - -------------------------------------------------------- ------------------------------------------------------- (Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (214) 965-6000 ------------------------------ NOT APPLICABLE - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) 2 ITEM 5. OTHER EVENTS. On April 14, 1997, Registrant announced that it had commenced a private offering to accredited investors of up to $35 million of seven year subordinated notes with warrants to purchase shares of Registrant's common stock. Management of Registrant expects that the net proceeds from the sale of the notes will be used by Registrant to fund growth in its contract receivables purchases, repay certain existing indebtedness and for other general corporate purposes. Pending their ultimate application, proceeds may be used to reduce outstanding balances under Registrant's revolving credit facility. It is anticipated that the notes will be issued pursuant to an indenture containing financial covenants, including a covenant that limits payment of cash dividends on Registrant's 9%/7% convertible preferred stock until certain financial conditions are satisfied. The notes and warrants will be offered and sold without registration pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended. This Report shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the notes and warrants in any state or other jurisdiction in which such offer, solicitation, or sale is unlawful prior to registration or qualification under the securities laws of such state or other jurisdiction. The press release issued by Registrant with respect to the offering is filed herewith as Exhibit 99. -2- 3 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (C) EXHIBITS. Exhibit No. Description 99 Press Release dated April 14, 1997 4 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. SEARCH CAPITAL GROUP, INC. By: /s/ Ellis A. Regenbogen ----------------------------------- Ellis A. Regenbogen Executive Vice President Dated: April 16, 1997 5 EXHIBIT INDEX
Exhibit No. Description ----------- ----------- 99 Press Release dated April 14, 1997
EX-99 2 PRESS RELEASE DATED APRIL 4, 1997 1 Contact: James F. Leary Vice Chairman, Finance Search Capital Group, Inc. (214) 965-6000 FOR IMMEDIATE RELEASE: April 14, 1997 SEARCH CAPITAL ANNOUNCES $35 MILLION SUBORDINATED DEBT OFFERING Dallas, Texas -- Search Capital Group, Inc. announced today that it has commenced a private offering to accredited investors of up to $35 million of seven year senior subordinated notes with warrants to purchase shares of common stock of Search. Inter-Atlantic Securities Corp. and Wheat First Butcher Singer are acting as Placement Agents for the offering. Management expects that the net proceeds from the sale of the notes will be used by Search to fund growth in its contract receivables purchases, repay certain existing indebtedness and for other general corporate purposes. Pending their ultimate application, proceeds may be used to reduce outstanding balances under Search's revolving credit facility. It is anticipated that the notes will be issued pursuant to an indenture containing financial covenants, including a covenant that limits payment of cash dividends on Search's 9%/7% convertible preferred stock until certain financial conditions are satisfied. The notes and warrants will be offered and sold without registration pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the notes and warrants in any state or other jurisdiction in which such offer, solicitation, or sale is unlawful prior to registration or qualification under the securities laws of such state or other jurisdiction. Search Capital Group, Inc. is a specialized financial services company engaged in the purchasing, financing and servicing of non-prime automobile installment loans. Search also has non-auto consumer finance operations. Search common shares and its 9%/7% convertible preferred shares are traded on the NASDAQ National Market under the symbols "SCGI" and "SCGIP", respectively. # # # -----END PRIVACY-ENHANCED MESSAGE-----