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 reported event): February 6, 2004
WSN GROUP, INC.
(Exact name of registrant as specified in its charter)
Nevada 020277 11-2872782
State or other jurisdiction of Commission File IRS Employer
Incorporation Number Identification Number
PO Box 14127, Palm Desert, California 92255
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number: (760) 345-6555
None
(Former name or former address, if changed since last report)
ITEM 5. OTHER INFORMATION.
On February 6, 2004, WSN Group, Inc. (the "Registrant") entered into
a letter of intent with Preferred Default Management, Inc.
("Preferred") to complete a share-for-share exchange with the entity.
The Registrant's entering into this letter of intent gives effect to
a letter of intent between the Registrant and Amerifi Lending
("Amerifi") entered into in January 2004, also a share-for-share
exchange transaction. The effective date of the letter of intent
between the Registrant and Amerifi was contingent upon the
Registrant's reaching an agreement with Preferred. Having finalized
the terms of the transaction with Preferred, the Registrant intends
to move forward with both transactions. The completion of the
transactions will require shareholder approval, which the Registrant
intends to obtain through consent of the majority of shareholders as
authorized by Nevada corporate law.
The letters of intent are filed herewith as Exhibits 99.1 and 99.2,
and the descriptions of the letters of intent are qualified in their
entirety by reference to such exhibits.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description
99.1 Letter of Intent between WSN Group, Inc. and
Amerifi Lending dated January 16, 2004
99.2 Letter of Intent between WSN Group, Inc. and
Preferred Default Management dated February 6, 2004
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.
WSN Group, Inc.
Date: February 9, 2004 /s/ John Anton
John Anton, President
Exhibit 99.1
WSN GROUP INC.
PO BOX 14127
PALM DESERT, CALIFORNIA 92255
TEL/FAX (760) 345-6555
January 16, 2004
Devin Rockefeller
AMERIFI LENDING, INC.
2130 Main Street, #1030
Huntington Beach, CA 92648
Re: Letter of Intent, as amended
Dear Mr. Rockefeller:
This Letter sets forth our mutual understanding and agreement in
principal pursuant to which Amerifi Lending, Inc., a Nevada
corporation ("Amerifi"), will merge with and into WSN Group, Inc., a
Nevada corporation ("WSNG"); WSNG and Amerifi are sometimes
hereinafter referred to individually as a "Company" and together as
the "Companies", or a subsidiary of WSNG.
1. MERGER. Upon the consummation of the merger of Amerifi with and
into WSNG or a subsidiary of WSNG upon the terms described in this
Letter (the "Merger"), WSNG will issue one share of the common stock
of WSNG for each issued and outstanding share of the common stock of Amerifi.
The Companies agree that the Merger is intended to be a tax-free
reorganization for federal income tax purposes.
2. OTHER TRANSACTIONS. The definitive agreements described in
paragraph 5 of this Letter shall provide for the occurrence of the following:
(a) the merger of Preferred Default Management ("Preferred") with and into
WSNG;
(b) the appointment of three representatives of Amerifi and one
representative of Preferred to the Board of Directors of WSNG;
(c) WSNG shall change its name to "Amerifi Holdings, Inc."
and shall apply for a symbol for its common stock to
correspond with the name change or such similar symbol as
may be available.
(d) the payment of all audits conducted in connection with the
proposed transaction(s) to be paid for by Amerifi.
3. CLOSING CONDITIONS. The consummation of the Merger and related
transactions contemplated hereby by each of the Companies shall be
subject to the fulfillment of customary conditions, including the
following conditions precedent:
(a) the negotiation and execution of a merger agreement
and other definitive agreements with respect to the
transactions contemplated hereby;
(b) the formal approval of the Board of Directors and, to
the extent required, the stockholders of each of the
Companies to the transactions contemplated hereby;
(c) receipt of all required third-party, regulatory and
governmental approvals; and
(d) the completion by each of the Companies of its "due
diligence" investigation concerning the other Company.
4. CLOSING. It is anticipated that the consummation of the
transactions contemplated herein will occur on or before March 15,
2003, or such other date as the parties may agree.
5. DEFINITIVE AGREEMENTS. The definitive agreements with respect to
the transactions contemplated hereby will contain mutually agreeable
representations and warranties, mutually agreeable provisions for
indemnification and other appropriate and customary terms and conditions.
6. CONFIDENTIALITY. Except to the extent that information with
respect to either Company provided by it, or discovered by the other
Company, is in the public domain without breach of any obligation of
confidentiality, such information concerning each Company is
hereinafter referred to as "Confidential Information." Prior to the
consummation of the Merger, neither Company shall disclose
Confidential Information of the other, except on a confidential
basis, to its respective employees, accountants, attorneys and other
professional advisors or as otherwise expressly provided herein,
without the prior written consent of the other Company. If at any
time either Company is requested or required (by oral questions,
interrogatories, requests for information or documents, subpoenas or
similar legal process) to disclose any Confidential
Information of the other Company, it (to the extent reasonably
practical) shall promptly notify the Company so that such Company may
seek an appropriate protective order and/or waive compliance with the
provisions hereof. If, in the absence of a protective order or the
receipt of a waiver hereunder, in the reasonable opinion of counsel
for either Company, such Company is compelled to disclose
Confidential Information of the other Company to any tribunal or any
governmental agency, it may disclose such information to such
tribunal or agency without liability hereunder.
7. EXPENSES. Except as may be otherwise provided in the definitive
agreement, the Companies shall each pay their respective expenses
(including fees and expenses of legal counsel) in connection with the
transactions contemplated hereby.
8. EXCLUSIVITY. Unless this Agreement has been terminated, during the
period ending 60 days following the date of this Letter, the Board of
Directors and officers of Amerifi agree that they will not solicit
proposals or provide any information to any third party for the
purpose of sale, tender offer or merger with any entity except WSNG.
Each such officer or director agrees that he will vote his capital
stock in favor of the Merger, and will not seek to exercise any
appraisal or dissenters rights with respect to the Merger. Should any
officer or director sell or otherwise dispose of any capital stock
during this period, he will retain legal proxy rights to such shares
and will vote such shares in favor of the Merger.
9. PUBLIC DISCLOSURE. Subject to any applicable requirements of law,
neither of the Companies shall make any public disclosure concerning
the subject matter hereof or the transactions contemplated hereby
without the prior written consent of the other. The parties agree to
prepare a mutually acceptable press release or releases with respect
to the transactions contemplated hereby which will be released by the
Companies on or about the date of the execution of this Letter.
10. PREPARATION. Each of the Companies agrees to provide the other
Company and its advisors full access to its books, records and
premises in order to enable them to complete their "due diligence"
with respect to the Merger and related transactions. Subject to
Section 11, each of the Companies agrees to negotiate in good faith
and cooperate with the other party in connection with the preparation
of definitive agreements, to use its commercially reasonable efforts
to complete such preparation and execute and deliver definitive
agreements prior to March 15, 2003 and to close the transactions
contemplated hereby as expeditiously as possible thereafter; provided
that, if the Companies conclude prior to March 15, 2003 that it is
impractical for them to consummate the Merger, subject to Section 11,
each of the Companies agrees to negotiate in good faith and cooperate
with the other party in connection with the preparation of definitive
documents concerning another business combination intended to
achieve, as nearly as practicable, similar economic results for the
Companies as the Merger, if any such business combination is
practicable, to use commercially reasonable efforts to execute and
deliver definitive agreements with respect thereto prior to March 15,
2003 and to close the transactions contemplated hereby as soon as
practicable thereafter. The parties further agree to cooperate in
connection with the preparation of any required governmental or
regulatory filings.
11. TERMINATION. The obligations of the Companies under this Letter
may be terminated (a) by mutual agreement of the Companies; (b) by
either Company if the definitive agreements have not been executed on
or prior to March 15, 2003; or (c) prior thereto, if the other
Company is no longer negotiating in good faith as provided in Section
10 or if the Board of Directors of such Company determines in the
good faith exercise of its fiduciary duties that such termination is
in the best interests of such Company. In the event either of the
Companies decides to terminate this Agreement, it shall, to the
extent reasonably practical, endeavor to inform the other Company of
the reasons for such decision, to provide the other Company ten days'
prior written notice of its intention to terminate and to afford the
other party an opportunity during such ten-business day period to
address the reasons for such termination.
12. NATURE OF AGREEMENT. The Companies acknowledge that this Letter
is a statement of their mutual intention only, and unless definitive
agreements are executed and delivered by the Companies, there are no
legally binding agreements between the Companies with respect to the
transactions contemplated hereby. Notwithstanding the foregoing, the
provisions of paragraphs 6, 7, 8, 9, 10 and 11 hereof shall
constitute binding legal agreements, shall be enforceable against the
parties in accordance with their respective terms and shall survive
any termination of the transactions contemplated hereby.
13. GOVERNING LAW. This Letter shall be governed by, and construed in
accordance with, the laws of the State of California applicably to
contracts made and wholly to be performed within such state.
If you are in agreement with the terms and conditions of this Letter,
please sign and date the enclosed duplicate of this Letter in the
space provided below and return it to the undersigned.
Very truly yours,
WSN GROUP, INC.
By: /s/ John Anton
Name: John Anton
Title: President/Chief Executive Officer
Accepted and agreed as of the 16th day of January, 2004.
AMERIFI LENDING, INC.
By: /s/ Devin Rockefeller
Name: Devin Rockefeller
Title: President
Exhibit 99.2
WSN GROUP INC.
PO BOX 14127
PALM DESERT, CALIFORNIA 92255
TEL/FAX (760) 345-6555
February 6, 2004
Marc R. Tow
PREFERRED DEFAULT MANAGEMENT, INC.
3900 Birch Street
Newport Beach, California 92660
Re: Letter of Intent
Dear Mr. Tow:
This Letter sets forth our mutual understanding and agreement in
principal pursuant to which Preferred Default Management, Inc., a
Nevada corporation ("Preferred"), will merge with and into WSN Group,
Inc., a Nevada corporation ("WSNG"); WSNG and Preferred are sometimes
hereinafter referred to individually as a "Company" and together as
the "Companies", or a subsidiary of WSNG.
1. MERGER. Upon the consummation of the merger of Preferred with and
into WSNG or a subsidiary of WSNG upon the terms described in this
Letter (the "Merger"), WSNG will issue one share of the common stock
of WSNG for each issued and outstanding share of the common stock of
Preferred, the amount of shares to be issued in connection with this
transaction shall be reflected in the Merger Agreement.
The Companies agree that the Merger is intended to be a tax-free
reorganization for federal income tax purposes.
2. OTHER TRANSACTIONS. The definitive agreements described in
paragraph 5 of this Letter shall provide for the occurrence of the
following:
(a) the merger of Amerifi Lending, Inc. ("Amerifi
Lending") with and into WSNG;
(b) the appointment of the three representatives of Amerifi and
one representative of Preferred to the Board of Directors of WSNG;
(c) WSNG shall change its name to "Amerifi Holdings, Inc."
and shall apply for a symbol for its common stock to
correspond with the name change or such similar symbol as
may be available.
(d) the payment of all audits conducted in connection with the
proposed transaction(s) to be paid for by Amerifi.
3. CLOSING CONDITIONS. The consummation of the Merger and related
transactions contemplated hereby by each of the Companies shall be
subject to the fulfillment of customary conditions, including the
following conditions precedent:
(a) the negotiation and execution of a merger agreement
and other definitive agreements with respect to the
transactions contemplated hereby;
(b) the formal approval of the Board of Directors and, to
the extent required, the stockholders of each of the
Companies to the transactions contemplated hereby;
(c) receipt of all required third-party, regulatory and
governmental approvals; and
(d) the completion by each of the Companies of its "due
diligence" investigation concerning the other Company.
4. CLOSING. It is anticipated that the consummation of the
transactions contemplated herein will occur on or before March 15,
2003, or such other date as the parties may agree.
5. DEFINITIVE AGREEMENTS. The definitive agreements with respect to
the transactions contemplated hereby will contain mutually agreeable
representations and warranties, mutually agreeable provisions for
indemnification and other appropriate and customary terms and conditions.
6. CONFIDENTIALITY. Except to the extent that information with
respect to either Company provided by it, or discovered by the other
Company, is in the public domain without breach of any obligation of
confidentiality, such information concerning each Company is
hereinafter referred to as "Confidential Information." Prior to the
consummation of the Merger, neither Company shall disclose
Confidential Information of the other, except on a confidential
basis, to its respective employees, accountants, attorneys and other
professional advisors or as otherwise expressly provided herein,
without the prior written consent of the other Company. If at any
time either Company is requested or required (by oral questions,
interrogatories, requests for information or documents, subpoenas or
similar legal process) to disclose any Confidential
Information of the other Company, it (to the extent reasonably
practical) shall promptly notify the Company so that such Company may
seek an appropriate protective order and/or waive compliance with the
provisions hereof. If, in the absence of a protective order or the
receipt of a waiver hereunder, in the reasonable opinion of counsel
for either Company, such Company is compelled to disclose
Confidential Information of the other Company to any tribunal or any
governmental agency, it may disclose such information to such
tribunal or agency without liability hereunder.
7. EXPENSES. Except as may be otherwise provided in the definitive
agreement, the Companies shall each pay their respective expenses
(including fees and expenses of legal counsel) in connection with the
transactions contemplated hereby.
8. EXCLUSIVITY. Unless this Agreement has been terminated, during the
period ending 60 days following the date of this Letter, the Board of
Directors and officers of Preferred agree that they will not solicit
proposals or provide any information to any third party for the
purpose of sale, tender offer or merger with any entity except WSNG.
Each such officer or director agrees that he will vote his capital
stock in favor of the Merger, and will not seek to exercise any
appraisal or dissenters rights with respect to the Merger. Should any
officer or director sell or otherwise dispose of any capital stock
during this period, he will retain legal proxy rights to such shares
and will vote such shares in favor of the Merger.
9. PUBLIC DISCLOSURE. Subject to any applicable requirements of law,
neither of the Companies shall make any public disclosure concerning
the subject matter hereof or the transactions contemplated hereby
without the prior written consent of the other. The parties agree to
prepare a mutually acceptable press release or releases with respect
to the transactions contemplated hereby which will be released by the
Companies on or about the date of the execution of this Letter.
10. PREPARATION. Each of the Companies agrees to provide the other
Company and its advisors full access to its books, records and
premises in order to enable them to complete their "due diligence"
with respect to the Merger and related transactions. Subject to
Section 11, each of the Companies agrees to negotiate in good faith
and cooperate with the other party in connection with the preparation
of definitive agreements, to use its commercially reasonable efforts
to complete such preparation and execute and deliver definitive
agreements prior to March 15, 2003 and to close the transactions
contemplated hereby as expeditiously as possible thereafter; provided
that, if the Companies conclude prior to March 15, 2003 that it is
impractical for them to consummate the Merger, subject to Section 11,
each of the Companies agrees to negotiate in good faith and cooperate
with the other party in connection with the preparation of definitive
documents concerning another business combination intended to
achieve, as nearly as practicable, similar economic results for the
Companies as the Merger, if any such business combination is
practicable, to use commercially reasonable efforts to execute and
deliver definitive agreements with respect thereto prior to March 15,
2003 and to close the transactions contemplated hereby as soon as
practicable thereafter. The parties further agree to cooperate in
connection with the preparation of any required governmental or
regulatory filings.
11. TERMINATION. The obligations of the Companies under this Letter
may be terminated (a) by mutual agreement of the Companies; (b) by
either Company if the definitive agreements have not been executed on
or prior to March 15, 2003; or (c) prior thereto, if the other
Company is no longer negotiating in good faith as provided in Section
10 or if the Board of Directors of such Company determines in the
good faith exercise of its fiduciary duties that such termination is
in the best interests of such Company. In the event either of the
Companies decides to terminate this Agreement, it shall, to the
extent reasonably practical, endeavor to inform the other Company of
the reasons for such decision, to provide the other Company ten days'
prior written notice of its intention to terminate and to afford the
other party an opportunity during such ten-business day period to
address the reasons for such termination.
12. NATURE OF AGREEMENT. The Companies acknowledge that this Letter
is a statement of their mutual intention only, and unless definitive
agreements are executed and delivered by the Companies, there are no
legally binding agreements between the Companies with respect to the
transactions contemplated hereby. Notwithstanding the foregoing, the
provisions of paragraphs 6, 7, 8, 9, 10 and 11 hereof shall
constitute binding legal agreements, shall be enforceable against the
parties in accordance with their respective terms and shall survive
any termination of the transactions contemplated hereby.
13. GOVERNING LAW. This Letter shall be governed by, and construed in
accordance with, the laws of the State of California applicably to
contracts made and wholly to be performed within such state.
If you are in agreement with the terms and conditions of this Letter,
please sign and date the enclosed duplicate of this Letter in the
space provided below and return it to the undersigned.
Very truly yours,
WSN GROUP, INC.
By: /s/ John Anton
Name: John Anton
Title: President/Chief Executive Officer
Accepted and agreed as of the 6th day of February, 2004.
PREFERRED DEFAULT MANAGEMENT, INC.
By: /s/ Marc R. Tow
Name: Marc R. Tow
Title: President