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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): MAY 18, 1998
UNICAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 001-13973 65-0788314
(State or other Jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
10800 BISCAYNE BOULEVARD, MIAMI, FLORIDA 33161
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (305) 899-5000
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Item 2. Acquisition or Disposition of Assets.
(a) On May 18 and 20, 1998, UniCapital Corporation (the "Company") completed
the previously reported proposed acquisitions, by separate transactions
(the "Mergers"), of twelve equipment leasing and related businesses (Jacom
Computer Services, Inc. ("Jacom"), Varilease Corporation, Cauff, Lippman
Aviation, Inc. ("Cauff Lippman"), Municipal Capital Markets Group, Inc.,
The NSJ Group, American Capital Resources, Inc., Matrix Funding
Corporation, The Walden Asset Group, Inc., Boulder Capital Group, Inc.,
K.L.C., Inc., Merrimac Financial Associates, and Portfolio Financial
Servicing Company, L.P. (which businesses are collectively referred to as
the "Founding Companies")), for consideration in the aggregate of
approximately $584.9 million, consisting of approximately $331.6 million in
cash and 13,334,064 shares of Common Stock of the Company. The Mergers were
consummated in connection with and simultaneously with the closing of the
Company's initial public offering of Common Stock (the "IPO") on May 20,
1998.
The consideration paid by the Company was determined through arms' length
negotiations between the Company and representatives of each of the
Founding Companies. The cash portion of the consideration was paid with
proceeds from the IPO. The price per share of Common Stock was equal to the
IPO price.
(b) Prior to the consummation of the Mergers, each of the Founding Companies
owned certain equipment, including computer and telecommunications
equipment, jet aircraft, printing presses, vending machines, general office
and other equipment, which they leased to their customers or used in their
daily operations. The Company intends to continue to use such equipment for
such purposes.
Prior to the consummation of the Mergers, there were no material
relationships between any of the Founding Companies and the Company. Upon
consummation of the Mergers, each of John Alfano (the sole stockholder of
Jacom), Stuart Cauff and Wayne Lippman (each a stockholder of Cauff
Lippman) became officers of the Company.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) The financial statements required to be filed for each of the Founding
Companies were previously filed with the Company's Registration Statement
on Form S-1 (File No. 333-46603.)
(b) The pro forma financial information required to be filed for each of the
Founding Companies were previously filed with the Company's Registration
Statement on Form S-1 (File No. 333-46603.)
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(c) Exhibits
2.01 Amended and Restated Agreement and Plan of
Contribution by and among UniCapital Corporation, ACR
Acquisition Corp., American Capital Resources, Inc.
and Michael B. Pandolfelli and Gerald P. Ennella,
dated as of February 14, 1998. (Incorporated by
reference to Exhibit 2.01 to Amendment No. 1 to the
Registration Statement on Form S-1 (File No.
333-46603) of the Company.)
2.02 Amended and Restated Agreement and Plan of
Contribution by and among UniCapital Corporation, BCG
Acquisition Corp., Boulder Capital Group, Inc., Roy
L. Burger and Carl M. Williams, dated as of February
14, 1998. (Incorporated by reference to Exhibit 2.02
to Amendment No. 1 to the Registration Statement on
Form S-1 (File No. 333-46603) of the Company.)
2.03 Amended and Restated Agreement and Plan of
Contribution by and among UniCapital Corporation, CLA
Acquisition Corp., Stuart L. Cauff, The 1998 Cauff
Family Trust, Wayne D. Lippman and The 1998 Lippman
Family Trust, dated as of February 14, 1998.
(Incorporated by reference to Exhibit 2.03 to
Amendment No. 1 to the Registration Statement on Form
S-1 (File No. 333-46603) of the Company.)
2.04 Amended and Restated Agreement and Plan of
Contribution by and among UniCapital Corporation, JCS
Acquisition Corp., Jacom Computer Services, Inc. and
John L. Alfano, dated as of February 14, 1998.
(Incorporated by reference to Exhibit 2.04 to
Amendment No. 1 to the Registration Statement on Form
S-1 (File No. 333-46603) of the Company.)
2.05 Amended and Restated Agreement and Plan of
Contribution by and among UniCapital Corporation,
KSTN Acquisition Corp., K.L.C., Inc. and Alan H.
Kaufman and Edgar W. Lee, dated as of February 14,
1998. (Incorporated by reference to Exhibit 2.05 to
Amendment No. 1 to the Registration Statement on Form
S-1 (File No. 333-46603) of the Company.)
2.06 Amended and Restated Agreement and Plan of
Contribution by and among UniCapital Corporation, XFC
Acquisition Corp., Matrix Funding Corporation, and
Richard C. Emery, J. Robert Bonnemort, David A.
DiCesaris, Jack S. and Judith F. Emery, Trustees for
Jack S. Emery Trust, Alvin W. and Lila E. Emery,
Trustees for Alvin W. and Lila E. Emery Trust, JSE
Partners, Ltd., a Utah Limited Partnership, LBK
Limited Partnership, a Utah Limited Partnership, John
I. Kasteler, Jr., Craig C. Mortensen, Shanni Staker,
and Christian F. Emery, dated as of February 14,
1998.
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(Incorporated by reference to Exhibit 2.06 to
Amendment No. 1 to the Registration Statement on
Form S-1 (File No. 333-46603) of the Company.)
2.07 Amended and Restated Purchase Agreement by and among
UniCapital Corporation, MFA Acquisition Corp.,
Merrimac Financial Associates and Allan Z. Gilbert,
Jordan L. Shatz and Mark F. Cignoli, dated as of
February 14, 1998. (Incorporated by reference to
Exhibit 2.07 to Amendment No. 1 to the Registration
Statement on Form S-1 (File No. 333-46603) of the
Company.)
2.08 Amended and Restated Agreement and Plan of
Contribution by and among UniCapital Corporation,
MCMG Acquisition Corp., Municipal Capital Markets
Group, Inc., and the Stockholders Named Therein,
dated as of February 14, 1998. (Incorporated by
reference to Exhibit 2.08 to Amendment No. 1 to the
Registration Statement on Form S-1 (File No.
333-46603) of the Company.)
2.09 Amended and Restated Agreement and Plan of
Contribution by and among UniCapital Corporation, NSJ
Acquisition Corp., W. Jeptha Thornton, Richard C.
Giles, Samuel J. Thornton, The 1998 Giles Family
Trust and The 1998 Thornton Family Trust, dated as of
February 14, 1998. (Incorporated by reference to
Exhibit 2.09 to Amendment No. 1 to the Registration
Statement on Form S-1 (File No. 333-46603) of the
Company.)
2.10 Amended and Restated Purchase Agreement by and among
UniCapital Corporation, PFSC Acquisition Corp., PFSC
Limited Acquisition Corp., Portfolio Financial
Servicing Company, L.P. and The Partners Listed on
the Signature Page, dated as of February 14, 1998.
(Incorporated by reference to Exhibit 2.10 to
Amendment No. 1 to the Registration Statement on Form
S-1 (File No. 333-46603) of the Company.)
2.11 Amended and Restated Agreement and Plan of
Contribution by and among UniCapital Corporation, VC
Acquisition Corp., Varilease Corporation, and the
Stockholders of such company listed on the Signature
Page, dated as of February 14, 1998. (Incorporated by
reference to Exhibit 2.11 to Amendment No. 1 to the
Registration Statement on Form S-1 (File No.
333-46603) of the Company.)
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2.12 Amended and Restated Agreement and Plan of
Contribution by and among UniCapital Corporation, WAG
Acquisition Corp., The Walden Asset Group, Inc. and
the Stockholders of such company listed on the
Signature Page, dated as of February 14, 1998.
(Incorporated by reference to Exhibit 2.12 to
Amendment No. 1 to the Registration Statement on Form
S-1 (File No. 333-46603) of the Company.)
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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.
UniCapital Corporation
Date: June 2, 1998 By: /s/ ROBERT J. NEW
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Robert J. New
Chairman and Chief Executive Officer
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