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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: March 31, 2003
(Date of earliest event reported)
TFC ENTERPRISES, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-22910
(State or Other (Commission File Number) 54-1306895
Jurisdiction (IRS Employer
of Incorporation) Identification No.)
5425 Robin Hood Road, Suite 101B 23513
Norfolk, Virginia (Zip Code)
(Address of Principal Executive Offices)
Registrant's telephone number, including area code:
(757) 858-1400
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Item 5. Other Events and Required FD Disclosure.
On March 31, 2003, TFC Enterprises, Inc. (the "Company"), Consumer
Portfolio Services Inc. ("CPS") and CPS Mergersub., Inc.("Merger Sub")
announced that they had entered into an agreement and plan of merger (the
"Merger Agreement"), dated as of March 31,2003, providing for the merger of the
Company and Merger Sub. If the merger is completed, the Company will become a
wholly-owned subsidiary of CPS, and the holders of the common stock of
the company will be entitled to receive $1.87 for each for their shares of
common stock of the Company.
In connection with the merger, Robert S. Raley, Jr., Founder and Chief
Executive Officer, has entered into a consulting agreement with the Company's
principal operating subsidiary, The Finance Company ("TFC") in which he has
agreed, upon the consummation of the merger, to terminate his existing
employment agreement, and to thereafter act as a consultant to TFC in return for
$300,000 a year for the next thirty-six months.
A copy of the Merger Agreement and the Consulting Agreement are
attached hereto as exhibits as well as a copy of the press release announcing
the merger. This summary is qualified in its entirety by reference to such
exhibits.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit Description
No.
2.1 Agreement and Plan of Merger, dated as of March 31, 2003,
among CPS, Mergersub., Inc. and TFC Enterprises, Inc.
10.1 Consulting Agreement, dated as of March 31, 2003, between TFC
and Robert S. Raley, Jr.
99.1 Press Release issued by Registrant on March 31, 2003.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TFC ENTERPRISES, INC.
Dated: March 31, 2003 By: /s/ Ronald G. Tray
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Ronald G. Tray
President
INDEX TO EXHIBITS
No. Description
2.1 Agreement and Plan of Merger, dated as of March 31, 2003, among CPS
Merger Sub., Inc. and TFC Enterprises, Inc.
10.1 Consulting Agreement, dated as of March 31, 2003, among CPS Merger
Sub., Inc. and Robert S. Raley, Jr.
99.1 Press release issued by Registrant on March 31, 2003.