-----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, Al2PQcZxvgDQWysI42qGGNzMzeCxSTMPlXF6y5AFCWHPNRw/LuTU+PsXQ39I5fLq XYk9TV+3xw43CS1XGnDUGw== 0000950134-97-005325.txt : 19970716 0000950134-97-005325.hdr.sgml : 19970716 ACCESSION NUMBER: 0000950134-97-005325 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970625 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970715 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEARCH FINANCIAL SERVICES 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: 97640715 BUSINESS ADDRESS: STREET 1: 600 N PEARL STREET STREET 2: SUITE 2500 CITY: DALLAS STATE: TX ZIP: 75201-2899 BUSINESS PHONE: 2149656000 MAIL ADDRESS: STREET 1: 600 N PEARL STREET STREET 2: SUITE 2500 CITY: DALLAS STATE: TX ZIP: 75201-2899 FORMER COMPANY: FORMER CONFORMED NAME: SEARCH CAPITAL GROUP INC DATE OF NAME CHANGE: 19930910 FORMER COMPANY: FORMER CONFORMED NAME: SEARCH NATURAL RESOURCES INC DATE OF NAME CHANGE: 19920703 8-K 1 FORM 8-K 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) June 25, 1997 ------------------------------ SEARCH FINANCIAL SERVICES INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) DELAWARE 0-9539 41-1356819 - ----------------------------- ------------------ ----------------------------- (State or other jurisdiction (Commission File (I.R.S. Employer jurisdiction of incorporation) Number) Identification No.) 600 N. PEARL STREET SUITE 2500 DALLAS, TEXAS 75201-2899 - --------------------------------------------- -------------------------------- (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 June 25, 1997, Registrant entered into a letter agreement with MS Financial, Inc. (the "Amendment") amending the Agreement and Plan of Merger (the "Merger Agreement") dated as of February 7, 1997 by and among Registrant, Search Capital Acquisition Corp. and MS Financial, Inc. ("MS") pursuant to which a wholly-owned subsidiary of Registrant will merge into MS (the "Merger"), resulting in MS becoming a wholly-owned subsidiary of Registrant. In the Merger, each outstanding share of common stock of MS will be converted at the effective time of the Merger into the right to receive a fraction (the "Exchange Ratio") of a share of common stock of Registrant determined by reference to the average price per share of the common stock of Registrant for the 10 day-trading period ending on the fifth business day prior to the special meeting of stockholders of MS at which the Merger Agreement will be considered for adoption (the "Average Trading Price"). Pursuant to the Amendment, the Exchange Ratio will equal $1.63 (the "Per Share Amount") divided by the Average Trading Price, subject to a maximum of .37 and a minimum of .28. The price adjustment provisions of the Merger Agreement have been deleted. The Merger is expected to be consummated promptly following receipt of stockholder approval expected in late July and the satisfaction of other customary closing conditions, including finalization of arrangements with MS' lenders. Approval of the Merger by MS' stockholders requires the affirmative vote of a majority of the outstanding shares of common stock of MS. Pursuant to a Stockholders Agreement dated as of February 7, 1997 (the "Stockholders Agreement"), MS' principal stockholders, which together own approximately 77% of MS' outstanding common stock, have agreed to vote their shares in favor of the Merger. -2- 3 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (C) EXHIBITS.
Exhibit No. Description ---------- ----------- 2.1 Letter Agreement dated June 25, 1997 by and among Search Financial Services Inc., Search Capital Acquisition Corp. and MS Financial, Inc.
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 FINANCIAL SERVICES INC. By: /s/ Ellis A. Regenbogen ----------------------------------- Ellis A. Regenbogen Executive Vice President Dated: July 9, 1997 5 EXHIBIT INDEX
Exhibit No. Description ---------- ----------- 2.1 Letter Agreement dated June 25, 1997 by and among Search Financial Services Inc., Search Capital Acquisition Corp. and MS Financial, Inc.
EX-2.1 2 LETTER AGREEMENT DATED JUNE 25, 1997 1 June 25, 1997 MS Financial, Inc. 700 S. Pear Orchard Road Ridgeland, MS 39157 Gentlemen: This letter confirms our agreement that the Agreement and Plan of Merger by and among us dated as of February 7, 1997 (the "Merger Agreement") is amended as follows: 1. Sections 1.2 (g) and (h) of the Merger Agreement and all references to Sections 1.2 (g) and (h) in the Merger Agreement are deleted; 2. Section 1.2 (d) of the Merger Agreement is amended to read in its entirety as follow: "(d) Maximum and Minimum Exchange Ratio. Notwithstanding the provisions of Section 1.2 (c) above and except for any adjustment made pursuant to Section 1.2 (e), in no event will the Exchange Ratio exceed .37 or be less than 0.28." 3. Sections 2.2 (f), 8.2, 8.3, 8.4, 8.5, 8.6, 8.10, 8.37, 8.61 and 8.70 of the Merger Agreement are deleted; 4. Section 7.1 (b) of the Merger Agreement is amended by changing the date referenced therein from "June 30, 1997" to "August 15, 1997"; and 5. Section 8.77 of the Merger Agreement is amended to read in its entirety as follows: "8.77. "Per Share Amount" means $1.63, or such amount adjusted pursuant to Section 1.2 (e) if such an adjustment is to be made." Please acknowledge your agreement to the foregoing by signing this letter in the space provided below. Sincerely, SEARCH FINANCIAL SERVICES INC. By: /s/ GEORGE C. EVANS -------------------------------- George C. Evans Chairman of the Board and Chief Executive Officer 2 Letter: MS Financial, Inc. June 25, 1997 Page 2 SEARCH CAPITAL ACQUISITION CORP. By: /s/ ROBERT D. IDZI ------------------------------- Robert D. Idzi Senior Executive Vice President Agreed: MS FINANCIAL, INC. By: /s/ JAMES B. STUART, JR. ------------------------------- James B. Stuart, Jr., Chairman The undersigned acknowledge (1) their agreement to the foregoing amendments to the Merger Agreement (the "Amendment"), (2) that the Stockholders Agreement dated as of February 7, 1997 by and among Search Financial Services, Inc. and the undersigned (the "Stockholders Agreement") remains in full force and effect and (3) that all references in the Stockholders Agreement to the Merger Agreement shall be to the Merger Agreement as amended by the Amendment. MS FINANCIAL SERVICES, INC. By: /s/ JAMES B. STUART, JR. ------------------------------- James B. Stuart, Jr. MS DIVERSIFIED CORPORATION By: /s/ JAMES B. STUART, JR. ------------------------------- James B. Stuart, Jr., President GOLDER, THOMA, CRESSY, RAUNER FUND IV, L.P. By: GTCR IV, L.P., its General Partner By: Golder, Thoma, Cressy, Rauner, Inc., its General Partner By: /s/ DONALD J. EDWARDS ------------------------------- Donald J. Edwards Its: Principal -----END PRIVACY-ENHANCED MESSAGE-----