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
Date of Report (Date of earliest event reported):
JUNE 12, 2000
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PRIME CAPITAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 000-14888 36-3347311
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(State or other jurisdiction Commission File (I.R.S. Employer
of incorporation) Number Identification No.)
10275 West Higgins Road, Suite 200, Rosemont, Illinois 60018
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(Address of principal executive offices)
Registrant's telephone number, including area code (847) 294-6000
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(Former name or former address, if changed since last
report.)
ITEM 5. OTHER EVENTS.
On June 12, 2000, the Company issued a press release which disclosed
that the Letter of Intent under which Finantra Capital, Inc. ("Finantra") agreed
to acquire, through a subsidiary to have been formed for that purpose, all of
the authorized, issued and outstanding common shares of the Company (the "Letter
of Intent") has now expired. In connection with the Letter of Intent, Finantra
undertook and the transaction was contingent upon Finantra's ability to
negotiate mutually satisfactory arrangements with the note holders of the
Company's securitizations (the "Securitizations") as well as certain lenders.
Finantra failed to reach satisfactory agreements with all of said parties.
Certain of the Company's subsidiaries are in default of various
covenants under the Securitizations and related agreements for the
securitization of the assets of such subsidiaries. Additionally, the Company is
currently in default of certain covenants under other loan agreements including
its warehouse credit facilities and other senior and subordinated debt.
Further, the Company's main credit facility has expired and the Company is not
permitted to borrow additional funds under such facility. As a result, the
Company is no longer warehousing transactions.
The Company is considering all viable alternatives under the
circumstances. As such, the Company has actively undertaken negotiations
directly with the holders of the Securitizations and other lenders and has
engaged Development Specialists, Inc. to serve as the Company's financial
advisor and the law firm of Pachulski, Zeihl, Young & Jones P.C. as special
counsel.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
None.
(b) PRO FORMA FINANCIAL INFORMATION.
None.
(c) EXHIBITS.
99.1 Press Release dated June 12, 2000
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 thereunto duly authorized.
PRIME CAPITAL CORPORATION
(Registrant)
Dated: June 12, 2000 By: /s/ James A. Friedman
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James A. Friedman
President and Chief Executive
Officer