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
May 4, 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"). 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, due diligence,
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 of Medallion on May 4
of $16.50 for Medallion, Ameritrans shareholders would receive .5842 shares of
Medallion common stock, or $9.64. 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.
In addition, Gary C. Granoff, the President and a director of Ameritrans,
entered into an employment agreement with Medallion, pursuant to which Mr.
Granoff will become Executive Vice President and General Counsel for an initial
period of three (3) years. Three other officers of Ameritrans entered into
non-competition agreements with Medallion; and, Mr. Granoff, one other officer
of Ameritrans and certain shareholders of Ameritrans entered into a voting
rights agreement with Medallion.
(c) EXHIBITS.
(i) Agreement and Plan of Merger dated as of May 4, 2000, by and among
Medallion Financial Corp., AMTC Merger Corp., and Ameritrans Capital
Corporation.
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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 C. Granoff
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Name: Gary C. Granoff
Title: President
Dated: May 12, 2000
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