SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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):
February 28, 2001
RADIAN GROUP INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-11356 23-2691170
(State or Other (Commission File No.) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
1601 Market Street, Philadelphia, Pennsylvania 19103
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (215) 564-6600
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On February 28, 2001, Radian Group Inc., a Delaware corporation (the
"Company"), consummated its acquisition of Enhance Financial Services Group
Inc., a New York corporation ("Enhance"), pursuant to that certain Agreement and
Plan of Merger, dated November 13, 2000, among the Company, GOLD Acquisition
Corporation, a New York corporation and wholly owned subsidiary of the Company
("Merger Sub"), and Enhance (the "Merger Agreement"). The Company's acquisition
of Enhance was effected by merging Merger Sub with and into Enhance (the
"Merger"), with Enhance surviving as a wholly owned subsidiary of the Company.
Pursuant to the Merger Agreement, each outstanding share of common stock, par
value $0.10 per share, of Enhance ("Enhance Common Stock"), other than Enhance
Common Stock held directly or indirectly by Enhance, which was cancelled and
retired, was converted into 0.22 shares (the "Exchange Ratio") of common stock,
par value $0.001 per share, of the Company ("Company Common Stock"). Enhance
stockholders who would otherwise receive fractional shares of Company Common
Stock instead were entitled to receive a cash payment for their fractional share
interest. In addition, each outstanding option to receive Enhance Common Stock
became an option to receive Company Common Stock as adjusted by the Exchange
Ratio. The terms of the Merger are described more fully in the Merger Agreement
and the registration statement on Form S-4, as amended, filed by the Company
(the "Registration Statement"), attached hereto as Exhibits 2.1 and 99.1,
respectively, and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired (to be filed by amendment)
(b) Pro Forma Financial Information (to be filed by amendment)
(c) Exhibits
EXHIBIT NUMBER DESCRIPTION
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2.1 Agreement and Plan of Merger, dated November
13, 2000, among Radian Group Inc., GOLD
Acquisition Corporation and Enhance Financial
Services Group Inc. (incorporated by reference
to Exhibit 99.1 of the Form 8-K filed by Radian
Group Inc. on November 15, 2000)
99.1 Form S-4 filed by Radian Group Inc. on December
27, 2000, as amended (incorporated by reference to the
Form S-4/A filed by Radian Group Inc.
on January 25, 2001)
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.
Dated: March 13, 2001
RADIAN GROUP INC.
By: /s/ Howard S. Yaruss
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Name: Howard S. Yaruss
Title: Senior Vice President,
Secretary and General Counsel
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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2.1 Agreement and Plan of Merger, dated November
13, 2000, among Radian Group Inc., GOLD
Acquisition Corporation and Enhance Financial
Services Group Inc. (incorporated by reference
to Exhibit 99.1 of the Form 8-K filed by Radian
Group Inc. on November 15, 2000)
99.1 Form S-4 filed by Radian Group Inc. on December
27, 2000, as amended (incorporated by reference
to the Form S-4/A filed by Radian Group Inc.
on January 25, 2001)