SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) - April 1, 1998
FRANCHISE MORTGAGE ACCEPTANCE COMPANY
(Exact name of Registrant as specified in its Charter)
California 333-34481 95-4649104
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
1888 Century Park East, Third Floor
Los Angeles, California 90067 90067
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (310) 277-0866
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On April 1, 1998, Franchise Mortgage Acceptance Company (the
"Registrant") acquired substantially all of the assets and assumed the
liabilities of Bankers Mutual and Bankers Mutual Mortgage, Inc. (together,
"Bankers"). The acquisition was made pursuant to an Asset Purchase Agreement
dated March 9, 1998 by and among the Registrant, Bankers and the holders of the
outstanding shares of Bankers. Bankers is a Federal National Mortgage
Association and Federal National Home Loan Bank lender and servicer. The
purchase price paid for the assets was the result of arms-length negotiations
and consisted of the following: (i) payment by the Registrant to Bankers of
$61.5 million in cash, (ii) delivery of a promissory note in the principal
amount of $5.0 million, (iii) contingent cash payments of up to $30.0 million
over three years dependent upon the achievement of certain operating results,
and (iv) the Registrant's assumption of Bankers' liabilities. The source of
funds used for the acquisition was cash on hand.
The foregoing information contained in this Form 8-K pertaining to the
acquisition is qualified in its entirety by reference to the complete text of
the Asset Purchase Agreement, a copy of which is attached hereto as an exhibit.
ITEM 5. OTHER EVENTS.
On April 6, 1998, Thomas J. Shaughnessy, Executive Vice President and
Chief Credit Officer, resigned. Clinton V. Barrow, Kent M. Davis and Courtney
S. Stephens, Vice Presidents of the Restaurant Finance Group, and Pierrette A.
Newman, a Senior Vice President of the Restaurant Finance Group, also resigned
on that date.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
At the time of the filing of this Report, it is impracticable to provide
the financial statements required by Item 7 of Form 8-K and Rule 3-05(b) of
Regulation S-X and the signed accountants' report required in connection
therewith by Rule 2-02 of Regulation S-X. The required financial statements and
signed accountants' report will be filed by the Registrant, under cover of Form
8-K/A, not later than 60 days after the date hereof.
(b) Pro Forma Financial Information
At the time of the filing of this Report, it is impracticable to provide
the unaudited pro forma financial information required by Article 11 of
Regulation S-X. The required pro forma financial information will be filed by
the Registrant, under cover of Form 8-K/A, not later than 60 days after the date
hereof.
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(c) Exhibits.
Exhibit 2.1
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Asset Purchase Agreement dated as of March 9, 1998, by and among the
Registrant, Bankers Mutual, Bankers Mutual Mortgage, Inc. and the
shareholders named therein.
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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.
FRANCHISE MORTGAGE ACCEPTANCE COMPANY
Date: April 13, 1998 By: /s/ Raedelle Walker
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Name: Raedelle Walker
Title: Executive Vice President and Chief
Financial Officer
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EXHIBIT INDEX
Sequential Page
Exhibit Number Description Number
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2.1 Asset Purchase Agreement dated
as of March 9, 1998, by and
among the Registrant, Bankers
Mutual, Bankers Mutual
Mortgage, Inc. and the
shareholders named therein
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