1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------
FORM 8-K/A
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
------------------
2
Radian Group Inc., a Delaware corporation (the "Company"), hereby files
Amendment No. 1 to its Current Report on Form 8-K filed on March 14, 2001, to
include financial statements and pro forma financial information with respect to
the Company's acquisition of Enhance Financial Services Group Inc., a New York
corporation ("Enhance"), in accordance with Items 7(a) and 7(b) of Form 8-K
within 60 days after the date of the initial filing.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On February 28, 2001, the Company, consummated its acquisition of
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.
3
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired
The Audited Financial Statements of Enhance for the fiscal years ended
December 31, 1999, 1998 and 1997, the accompanying notes, and the accountant's
report related thereto, are filed as Exhibit 99.2 to this Current Report on Form
8-K/A and are incorporated by reference. The Unaudited Consolidated Balance
Sheet of Enhance as of September 30, 2000, Unaudited Consolidated Statements of
Income of Enhance for the three and nine months ended September 30, 2000 and
1999, Unaudited Consolidated Statement of Shareholders' Equity of Enhance for
the nine months ended September 30, 2000 and 1999, and Unaudited Consolidated
Statements of Cash Flows of Enhance for the nine months ended September 30, 2000
and 1999, and the accompanying notes, are filed as Exhibit 99.3 to this Current
Report on Form 8-K/A and are incorporated by reference.
(b) Pro Forma Financial Information
The (A) introduction to the Unaudited Pro Forma Condensed Combined
Financial Statements of the Company and Enhance, (B) Unaudited Pro Forma
Condensed Combined Balance Sheet of the Company and Enhance for the quarter
ended September 30, 2000, (C) Unaudited Pro Forma Condensed Combined Statement
of Income of the Company and Enhance for the nine months ended September 30,
2000, (D) Unaudited Pro Forma Condensed Combined Statement of Income of the
Company and Enhance for the year ended December 31, 1999, and (E) Notes to
Unaudited Pro Forma Condensed Combined Financial Statements of the Company and
Enhance are filed as Exhibit 99.4 to this Current Report on Form 8-K/A and are
incorporated by reference.
(c) Exhibits
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
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)
15.1 Letter from Deloitte & Touche LLP regarding unaudited
interim financial information (filed herewith)
23.1 Consent of Deloitte & Touche LLP (filed herewith)
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)
99.2 Audited Financial Statements of Enhance Financial
Services Group Inc. for the fiscal years ended
December 31, 1999, 1998 and 1997, and accompanying
notes, and the accountants report related thereto
(filed herewith)
99.3 Unaudited (A) Consolidated Balance Sheet of Enhance
Financial Services Group Inc. as of September 30, 2000,
(B) Consolidated Statements of Income of Enhance
Financial Services Group Inc. for the three and nine
months ended September 30, 2000 and 1999, (C)
Consolidated Statement of Shareholders' Equity of
Enhance Financial Services Group Inc. for the nine
months ended September 30, 2000 and 1999, and (D)
Consolidated Statements of Cash Flows of Enhance
Financial Services Group Inc. for the nine months ended
September 30, 2000 and 1999, and the accompanying notes
(filed herewith)
99.4 Unaudited (A) introduction to the Unaudited Pro Forma
Condensed Combined Financial Statements of Radian Group
Inc. and Enhance Financial Services Group Inc., (B)
Unaudited Pro Forma Condensed Combined Balance Sheet of
Radian Group Inc. and Enhance Financial Services Group
Inc. for the quarter ended September 30, 2000, (C)
Unaudited Pro Forma Condensed Combined Statement of
Income of Radian Group Inc. and Enhance Financial
Services Group Inc. for the nine months ended September
30, 2000, (D) Unaudited Pro Forma Condensed Combined
Statement of Income of Radian Group Inc. and Enhance
Financial Services Group Inc. for the year ended
December 31, 1999, and (E) Notes to Unaudited Pro Forma
Condensed Combined Financial Statements of Radian Group
Inc. and Enhance Financial Services Group Inc. (filed
herewith)
4
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: May 11, 2001
RADIAN GROUP INC.
By: /s/ Howard S. Yaruss
------------------------------------
Name: Howard S. Yaruss
Title: Senior Vice President,
Secretary and General Counsel
5
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
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)
15.1 Letter from Deloitte & Touche LLP regarding unaudited
interim financial information (filed herewith)
23.1 Consent of Deloitte & Touche LLP (filed herewith)
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)
99.2 Audited Financial Statements of Enhance Financial
Services Group Inc. for the fiscal years ended
December 31, 1999, 1998 and 1997, and accompanying
notes, and the accountant's report related thereto
(filed herewith)
99.3 Unaudited (A) Consolidated Balance Sheet of Enhance
Financial Services Group Inc. as of September 30, 2000,
(B) Consolidated Statements of Income of Enhance
Financial Services Group Inc. for the three and
nine months ended September 30, 2000 and 1999,
(C) Consolidated Statement of Shareholders' Equity of
Enhance Financial Services Group Inc. for the nine
months ended September 30, 2000 and 1999, and
(D) Consolidated Statements of Cash Flows of Enhance
Financial Services Group Inc. for the nine months
ended September 30, 2000 and 1999, and accompanying
notes (filed herewith)
99.4 Unaudited (A) introduction to the Unaudited Pro Forma
Condensed Combined Financial Statements of Radian
Group Inc. and Enhance Financial Services Group Inc.,
(B) Unaudited Pro Forma Condensed Combined Balance
Sheet of Radian Group Inc. and Enhance Financial
Services Group Inc. for the quarter ended September 30,
2000, (C) Unaudited Pro Forma Condensed Combined
Statement of Income of Radian Group Inc. and Enhance
Financial Services Group Inc. for the nine months ended
September 30, 2000, (D) Unaudited Pro Forma Condensed
Combined Statement of Income of Radian Group Inc. and
Enhance Financial Services Group Inc. for the year
ended December 31, 1999, and (E) Notes to Unaudited Pro
Forma Condensed Combined Financial Statements of Radian
Group Inc. and Enhance Financial Services Group Inc.
(filed herewith)