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): October 17, 2003
CROWN FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
NEW JERSEY 0-23410 13-1924455
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.
incorporation)
525 Washington Boulevard, Jersey City, NJ 07310
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(Address of principal executive offices) (Zip Code)
(201) 459-9500
(Registrant's telephone number, including area code)
M.H. MEYERSON & CO., INC.
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(Former name or former address, if changed since last report)
Current Report on Form 8-K
Item 2. Acquisition or Disposition of Assets
On October 16, 2003, the registrant took possession of municipal bonds
from J.S.A. Investments LLC that were subsequently liquidated into cash
on October 17, 2003. The registrant assumed title of the proceeds from
the liquidation in the amount of $1.7 million on October 17, 2003. This
equity contribution added $1.7 million cash to the registrant's equity
and did not create any liability or require any financial consideration
on behalf of the registrant. J.S.A. Investment LLC is a limited
liability company managed by Joelle A. Meyerson, the registrant's
former Treasurer and former Director, positions she retired from in
1999. Mrs. Meyerson is the spouse of the registrant's founder, Martin
H. Meyerson, who also served as the registrant's former Chairman and
Chief Executive Officer.
The foregoing is a summary description of the terms of the Equity
Distribution Agreement and by its nature is incomplete. It is qualified
in the entirety by the text of the Equity Distribution Agreement, a
copy of which is attached hereto as exhibit 99.1. All readers of this
current report are encouraged to read the entire text of this agreement
that is attached hereto.
Item 5. Other Events and Regulation FD Disclosure
The registrant issued a press release on October 17, 2003 and October
20, 2003. The Press Releases are attached hereto as Exhibit 99.2 and
Exhibit 99.3, respectively, and are incorporated herein by reference.
In conjunction with the registrant's press release dated October 17,
2003 and attached hereto as Exhibit 99.2 regarding the overstatement of
certain balance sheet items, the registrant will re-issue financial
statements for the affected fiscal periods at the conclusion of its
ongoing review. The review is occurring with the participation of the
registrant's former and present independent auditors under the
oversight of the registrant's Audit Committee. Accordingly, the
previous financial statements of the registrant may not be reflective
of actual results and the registrant advises against any reliance on
its previous financial statements until the registrant concludes its
inquiry and reports on such findings.
Item 7. Financial Statements and Exhibits.
1. Financial Statements
Not required
2. Pro forma Financial Information
Not required
3. Exhibits
Exhibit No. Description
99.1 Equity Contribution Agreement dated October 17, 2003
99.2 Press release of Crown Financial Group, Inc. issued
October 17, 2003
99.3 Press release of Crown Financial Group, Inc. issued
October 20, 2003.
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's duly authorized signatory.
Dated: October 23, 2003
CROWN FINANCIAL GROUP, INC.
By: /s/ Michael T. Dorsey
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Name: Michael T. Dorsey
Title: Executive Vice President,
General Counsel and Secretary
EXHIBIT INDEX
Exhibit No. Description
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99.1 Equity Contribution Agreement dated October 17, 2003
99.2 Press release of Crown Financial Group, Inc., dated October 17, 2003.
99.3 Press release of Crown Financial Group, Inc., dated October 20, 2003.