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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) FEBRUARY 3, 2000
BNC MORTGAGE, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 000-23725 33-0661303
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE (I.R.S. EMPLOYER IDENTIFICATION
INCORPORATION OR ORGANIZATION) NUMBER) NUMBER)
1063 MCGAW AVENUE
IRVINE, CALIFORNIA 92614
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
ISSUER'S TELEPHONE NUMBER: (714) 260-6000
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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Item 5. Other Events
On February 4, 2000, the Registrant announced that it has entered into a
definitive merger agreement providing for the acquisition of the Registrant by
an investor group led by senior members of the Registrant's management,
including its current President, Kelly W. Monahan.
Under the terms of the merger agreement, BNCM Acquisition Co., a company
formed by the investor group, will acquire the Registrant for an aggregate of
approximately $47 million, which is equal to $10.00 per share for the
outstanding shares of the Registrant's common stock not retained by the investor
group. If this transaction is not consummated, under certain circumstances,
including acceptance by the Registrant of a superior proposal, the Registrant
could be required to pay as much as $2.0 million to BNCM Acquisition Co.
The transaction is subject to the satisfaction of certain conditions including
stockholder approval and receipt of necessary governmental and regulatory
approvals. It is anticipated that the transaction will be consummated on or
before July 31, 2000.
BNCM Acquisition Co. has represented that it has or will have at the
closing sufficient funds to consummate the transactions and has received an
executed commitment letter from Lehman Brothers providing for the necessary
financing for the proposed acquisition, subject to certain customary conditions.
In connection with the financing, Lehman Brothers will acquire certain rights in
BNCM Acquisition Co.
A copy of the press release is attached as Exhibit 99.1 to this Form 8-K
and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of February 3, 2000, between
BNC Mortgage, Inc. and BNCM Acquisition Co.
99.1 Press Release dated February 4, 2000
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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.
Date: February 4, 2000
BNC MORTGAGE, INC.
By: /s/ Evan R. Buckley
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Evan R. Buckley
Chairman of the Board,
Chief Executive Officer and
Secretary