SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) March 1, 1996
MARKET DATA CORP.
(Exact name of registrant as specified in its charter)
TEXAS 33-22264-FW 76-0252235
(State or jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
14505 TORREY CHASE BLVD. SUITE 410, HOUSTON, TX 77014
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (713) 586-8686
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Market Data Corp. ("MDC") a Texas corporation, traded on the
National Quotation System under the symbol ("MADA"), Market Data
Acquisition Corp. ("MDAC"), a wholly owned subsidiary of MDC, and
Renet Financial Corporation ("RENET"), a California corporation,
entered into a Plan and Agreement of Merger (the "Plan") on October
25, 1995, to merge RENET with and into MDAC ("the Merger"), with
RENET becoming the surviving corporation and wholly-owned
subsidiary of MDC, and MDAC ceasing operations. No monetary
consideration was exchanged in this merger.
The merger was completed on March 1, 1996, and in accordance with
the Plan, (1) each outstanding share of RENET common stock was
converted into the right to receive 0.9403555 shares of MDC's
common stock; (2) each outstanding share of RENET preferred stock
was converted into the right to receive 5.642133 shares of MDC's
common stock; (3) each option currently outstanding to purchase
shares of RENET common stock was converted into the right to
purchase .9403555 shares of MDC's common stock; and (4) RENET
became a wholly owned subsidiary of MDC. The shareholders of Renet
own 66.25% of the issued and outstanding shares of MDC following
the Merger.
As agreed in the merger, the board was increased from three to five
members, with three vacancies filed by nominees from RENET.
The new board members are Philip C. LaPuma, David L. LaPuma, and
Michael F. Pope. They have beneficial ownership, through shares
and options, of 7,064,540 shares of MDC common stock in total.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
DESCRIPTION OF THE TRANSACTION
Market Data Corporation ("MDC"), a Texas corporation and Renet
Financial Corporation ("RENET"), a California corporation, entered
into a Merger Agreement dated October 27, 1995. The Merger
Agreement contemplated the merger of Renet with and into Market
Data Acquisition Corporation, a wholly owned subsidiary of MDC. As
a result of the Merger, completed on March 1, 1996, and in
accordance with the terms of the Merger Agreement, (i) each
outstanding share of Renet common stock (other than shares held by
persons who perfect their rights as dissenting shareholders under
California law) was converted into the right to receive 0.9403555
share of MDC's common stock, (ii) each outstanding share of Renet
preferred stock (other than shares held by persons who perfect
their rights as dissenting shareholders under California law) was
converted into the right to receive 5.642133 shares of MDC's common
stock, (iii) each option currently outstanding to purchase shares
of Renet common stock was converted into the right to purchase
0.9403555 shares of MDC's common stock, and (iv) Renet became a
wholly owned subsidiary of MDC.
SOURCE OF FUNDS
No monetary consideration was exchanged in the merger, and the
merger has been accounted for as a pooling of interest. MDC issued
11,167,255 shares of its common stock in exchange for all of the
outstanding common and preferred shares of RENET. Additionally,
MDC issued 3,525,282 options to purchase the common stock of MDC in
exchange for outstanding options to purchase the common stock of
RENET.
The exchange ratio applicable to the merger was determined through
extensive, armslength negotiations between the management of MDC
and RENET, which originated in August 1994. The exchange ratio is
based upon the respective parties' objective and subjective
assessments of the relative value and prospects of RENET and MDC.
In this regard, MDC considered, among other factors, the assets,
liabilities, revenues, net revenues and relative market share of
Renet, and the long and short-term value to the Company to be able
to offer the wide range of financial services which are currently
being offered by RENET to its customers. In the value assessment
of MDC, RENET considered, among other factors, MDC's potential, as
a publicly held corporation, to provide greater access to the
capital markets than that which had been available to RENET.
MDC engaged McFarland Grossman & Company, Inc., a Houston based
investment banking firm, to assist the Company in assessing RENET's
value, and in the related negotiations between MDC and RENET.
McFarland Grossman & Company, Inc. did not, however, prepare a
fairness opinion, or any other written analysis or reports in
connection with its services. The boards of MDC and RENET
considered internally prepared analysis, both formal and informal.
On February 16, 1996, a fairness hearing was held by the
Commissioner of the Department of Corporations, State of
California, to determine the fairness of the terms and conditions
of the merger. The Commissioner determined at this meeting that
the transaction between MDC and RENET to be fair and equitable to
all parties involved.
REASONS FOR MERGER
In an effort to enhance shareholder value, the management of MDC
commenced an evaluation of privately held companies in the pursuit
of locating potential acquisition candidates. On August 8, 1994,
MDC engaged the services of McFarland, Grossman & Company, Inc. to
assist in the identification of potential merger or acquisition
candidates. Through these efforts, RENET was identified as a
merger candidate and MDC commenced negotiations for a business
combination. The negotiations were terminated by mutual consent on
January 18, 1995, and subsequently recommenced in June of 1995.
The management of MDC believes that the Merger will provide an
opportunity for the growth and development of MDC and significantly
enhance its position in the marketplace, through the expansion of
assets, revenues base, employees, and lines of business through the
products and financial services that will be offered as a result of
the Merger. The combined products and services to be offered
include mortgage lending, insurance and financial publishing.
METHOD OF ACCOUNTING
This transaction will be accounted for as a pooling of interests.
The recorded assets and liabilities of MDC and RENET will be
carried forward to the combined corporation at their recorded
amounts. Income of the combined corporation will include income of
MDC and RENET for the entire fiscal period in which the combination
occurs.
TAX CONSEQUENCES
This transaction will be treated as a non-taxable exchange of stock
under Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as
amended.
NATURE OF BUSINESS
RENET is a franchisor of financial services to real estate
brokerages, builders, developers, financial planners and tax
preparers, who want to provide conventional, government and home
equity mortgage loans to their clients. Over 175 franchisees and
200 wholesale brokers utilize RENET's mortgage banking operations
as a direct lender. RENET's access to approximately 100 additional
lenders, and a consumer finance division, to offer a broad range of
products. RENET offers VA and FHA loans, and also has direct
endorsement and automatic approval of Housing of Urban Development
("HUD") and Veterans Administration ("VA") loans.
MDC markets financial information systems, software and on-line
subscriptions of financial data. The financial information systems
are sold under a dealer arrangement with Data Broadcasting
Corporation ("DBC"), formerly FNN Data Broadcasting. MDC has also
secured dealer arrangements with several software companies to
market financial information and software analysis.
MDC also develops subscription based daily financial text products
that are marketed throughout the financial community and publishes
a daily financial information product known as "Wall Street Edge"
for Prodigy Services Company. The subscription fees, which range
from $20 - $50 per month, are shared between MDC and the respective
provider/carrier.
RELATED TRANSACTIONS
After the Fairness Hearing by the State of California, MDC advanced
to RENET $35,000 pursuant to a demand note. In connection with the
completion of the merger, this note will be treated as an
intercompany transaction.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
To be filed subsequent to the date hereof in accordance with Form
8-K.
ITEM 8. CHANGE IN FISCAL YEAR
As a result of the merger with Renet, the Board of Directors on
March 5, 1996, determined it necessary to change Company's fiscal
year end from March 31 to June 30. The new fiscal year end will
coincide with Renet's fiscal year end and provide better financial
reporting. The Form 10-Q for the quarter ending March 31, 1996,
will cover the transition period.
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.
Market Data Corp.
(Registrant)
3/18/96 Steven C. Naremore
(Signature)
3/18/96 Janice S. Whalen
(Signature)