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 (Date of earliest event reported) December 1, 1997
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DEGEORGE FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-20832 41-1625724
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
99 Realty Drive, Cheshire, Connecticut 06410
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(Address of principal executive offices) (Zip Code)
(203) 699-3400
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(Registrant's telephone number, including area code)
Page 1 of 8 pages
Exhibit Index is on page 6
DEGEORGE FINANCIAL CORPORATION
INDEX TO FORM 8-K
INFORMATION PAGE NO.
ITEM 5. OTHER EVENTS 3
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS 4
Index to Exhibits 6
2
DEGEORGE FINANCIAL CORPORATION
ITEM 5--OTHER EVENTS:
BUY-OUT PROPOSAL
On December 1, 1997 the Board of Directors of the Company approved an agreement
in principle whereby a new company to be formed by the Company's Chairman of the
Board and Chief Executive Officer, Peter R. DeGeorge, and possibly certain other
persons, would acquire via merger all outstanding common stock of the Company,
other than shares owned by members of the buy-out group, at a cash price of
$1.50 per share. The Board's approval was based on the recommendation of a
special committee of the Board composed of the Company's two independent outside
directors. Mr. DeGeorge did not participate in the voting to approve the buy-
out proposal.
The Board's approval of the buy-out proposal is subject to the definitive merger
agreement containing a requirement that the merger be approved by at least
66 2/3% of the votes cast with respect to the merger. The Board's approval
of the buy-out proposal is also subject to the execution of a mutually
satisfactory merger agreement and obtaining all necessary corporate and
regulatory approvals, but the proposal is not subject to financing.
A class action lawsuit challenging Mr. DeGeorge's September 12, 1997 buy-out
offer of $1.30 per share has been filed in the Court of Chancery of the State of
Delaware in and for New Castle County.
NASDAQ LISTING
On December 3, 1997, the Company was notified by The Nasdaq Stock Market, Inc.
that a Listing Qualifications Panel had decided to delist the Company's common
stock from the Nasdaq National Market, effective with the close of business on
December 3, 1997.
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ITEM 7--FINANCIAL STATEMENTS AND EXHIBITS:
(c) Exhibits:
1. Press Release of DeGeorge Financial Corporation dated December 2,
1997.
2. Press Release of DeGeorge Financial Corporation dated December 4,
1997.
4
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.
DEGEORGE FINANCIAL CORPORATION
(Registrant)
Dated: December 5, 1997
By: /s/ SALVATORE A. BUCCI
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Salvatore A. Bucci
Senior Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit Description Page No.
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1. Press Release of DeGeorge Financial Corporation dated
December 2, 1997. 7
2. Press Release of DeGeorge Financial Corporation dated
December 4, 1997. 8
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