-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WQ2+RuVRDe0BCtzFNza38EwI/pDoypjwweIgml34eGzV98SoOCNWWmLBVocR0+6s ZWJziO4OLkvSOF+nMrLgLw== 0000950144-96-006323.txt : 19960916 0000950144-96-006323.hdr.sgml : 19960916 ACCESSION NUMBER: 0000950144-96-006323 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19960831 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960913 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIRROM CAPITAL CORP CENTRAL INDEX KEY: 0000933166 STANDARD INDUSTRIAL CLASSIFICATION: LOAN BROKERS [6163] IRS NUMBER: 621583116 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 814-00154 FILM NUMBER: 96630121 BUSINESS ADDRESS: STREET 1: 500 CHURCH STREET STREET 2: STE 200 CITY: NASHVILLE STATE: TN ZIP: 37219 BUSINESS PHONE: 6152560701 8-K 1 SIRROM CAPITAL CORPORATION FORM 8-K 1 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): August 31, 1996 SIRROM CAPITAL CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Tennessee 0-25174 62-1583116 - ------------------------------------------------- ------------------------ ----------------- (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 500 Church Street, Suite 200, Nashville, TN 37219 - ------------------------------------------------- ------------ (Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (615) 256-0701 Not Applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) 2 Item 2. ACQUISITION OR DISPOSITION OF ASSETS. On August 31, 1996, Sirrom Capital Corporation ("Sirrom" or the "Company") completed its acquisition of Harris Williams & Co., L.P. ("Harris Williams"). Pursuant to the terms of an Acquisition Agreement (the "Acquisition Agreement"), Sirrom acquired Harris Williams through the purchase of the sole limited partnership interest of Harris Williams owned by Sirrom, Ltd. (the "Purchase") and the merger of Sirrom Capital Acquisition Corporation, a wholly-owned subsidiary of Sirrom, with Harris Williams & Co. ("HW Corp.") the sole general partner of Harris Williams (the "Merger"). In the Purchase and the Merger, Sirrom issued an aggregate 898,454 shares of Sirrom Common Stock to the holders of the respective Harris Williams partnership interests. John A. Morris, Jr., M.D., a director and beneficial owner of 19.9% of Sirrom, is a principal of Sirrom, Ltd. Dr. Morris received 170,706 shares of Sirrom Common Stock in connection with the Purchase. The terms and conditions of the acquisition of Harris Williams are more fully described in the Acquisition Agreement, which is incorporated by reference herein in its entirety. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits Certain of the financial statements and pro forma financial information required by this Item 7 were previously filed with the Securities and Exchange Commission in the Company's Registration Statement on Form N-2, as amended (Commission File No. 333-4023) dated June 11, 1996, and therefore, pursuant to general instruction B(3), need not be filed herewith. (a) Financial Statements of Business Acquired: Unaudited consolidated balance sheets of Harris Williams & Co. and Subsidiary as of June 30, 1996, and the related consolidated statements of income, stockholders' equity and cash flows for the six months ended June 30, 1995 and 1996. All other financial statements required by this Item 7(a) were previously filed with the Securities and Exchange Commission in the Company's Registration Statement Form N-2, as amended (Commission File No. 333-4023) dated June 11, 1996, and is incorporated by reference herein. (b) Pro Forma Financial Information: Introduction to unaudited pro forma condensed combined financial information; unaudited pro forma condensed combined balance sheet as of June 30, 1996; unaudited pro forma condensed combined statement of operations for the six months ended June 30, 1996; and notes to the unaudited pro forma condensed combined financial information. All other pro forma financial information required by Item 7(b) was previously filed with the Securities and Exchange Commission in the Company's Registration Statement on Form N-2, as amended (File No. 333-4023) dated June 11, 1996, and is incorporated by reference herein. 2 3 (c) Exhibits: 2.1 Acquisition Agreement by and among Sirrom Capital Corporation, Sirrom Capital Acquisition Corporation, Sirrom, Ltd., and Harris Williams & Co., dated May 16, 1996 (incorporated by reference to Exhibit K.9 to the Company's Form N-2, as amended (File No. 333-4023) dated June 11, 1996). 4.1 Registration Rights Agreement among Sirrom Capital Corporation, Sirrom Ltd., Hiter Harris, Chris Williams, Dena Moore and Tiffany Armstrong, dated August 31, 1996. 23.1 Consent of Arthur Andersen, LLP 99.1 Unaudited consolidated balance sheets of Harris Williams & Co. and Subsidiary as of June 30, 1996 and the related consolidated statements of income, stockholders' equity and cash flows for the six months ended June 30, 1995 and 1996. 99.2 Introduction to unaudited pro forma condensed combined financial information; unaudited pro forma condensed combined balance sheet as of June 30, 1996; unaudited pro forma condensed combined statement of operations for the six months ended June 30, 1996; and notes to the unaudited pro forma condensed combined financial information. 3 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. SIRROM CAPITAL CORPORATION Date: September 13, 1996 By: /s/ Carl W. Stratton ------------------------------------- Carl W. Stratton Chief Financial Officer 4 5 EXHIBIT INDEX
NO. EXHIBIT - --- ------------------------------------------------------------ 2.1 Acquisition Agreement by and among Sirrom Capital Corporation, Sirrom Capital Acquisition Corporation, Sirrom, Ltd., and Harris Williams & Co., dated May 16, 1996 (incorporated by reference to Exhibit K.9 to the Company's Form N-2, as amended (File No. 333-4023) dated June 11, 1996). 4.1 Registration Rights Agreement among Sirrom Capital Corporation, Sirrom, Ltd., Hiter Harris, Chris Williams, Dena Moore and Tiffany Armstrong, dated August 31, 1996. 23.1 Consent of Arthur Andersen, LLP 99.1 Unaudited consolidated balance sheets of Harris Williams & Co. and Subsidiary as of June 30, 1996 and the related consolidated statements of income, stockholders' equity and cash flows for the six months ended June 30, 1995 and 1996. 99.2 Introduction to unaudited pro forma condensed combined financial information; unaudited pro forma condensed combined balance sheet as of June 30, 1996; unaudited pro forma condensed combined statement of operations for the six months ended June 30, 1996; and notes to the unaudited pro forma condensed combined financial information.
EX-4.1 2 REGISTRATION RIGHTS AGREEMENT 1 EXHIBIT 4.1 SIRROM CAPITAL CORPORATION REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of August 31, 1996, by and among SIRROM CAPITAL CORPORATION, a Tennessee corporation (the "Company"), Sirrom, Ltd., a Tennessee limited partnership and Hiter Harris, Chris Williams, Dena Moore and Tiff Armstrong (each individually referred to hereinafter as a "Shareholder" and collectively as the "Shareholders"). Section 1. Experience; Accredited Investor. Each Shareholder represents and warrants to the Company (a) that such Shareholder has carefully reviewed the Company's Registration Statement on Form N-2 dated May 17, 1996 and Company's Form 10-K for the year ended December 31, 1995, Form 10-Q for the quarter ended March 31, 1996, Proxy Statement for the 1996 Annual Meeting of Shareholders and Annual Report to Shareholders for the year ended December 31, 1995 and (b) that such Shareholder is either an "accredited investor" within the meaning of Rule 501(a) of Regulation D of the Securities Act or that each Shareholder who is not an accredited investor either alone or with his or her representative has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the prospective investment. Each Shareholder further represents and warrants to the Company that such Shareholder is acquiring the shares of the Company's Common Stock (the "Shares"), for such Shareholder's own account for the purpose of investment and not with a view to or for sale in connection with any distribution or other allocation thereof. Each Shareholder further represents, as to himself or herself, that such Shareholder understands that (i) the Shares have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act, (ii) the Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration, (iii) the Shares will bear a legend to such effect and (iv) the Company will make a notation on its transfer books to such effect. Each Shareholder further understands that the exemption from registration afforded by Rule 144 under the Securities Act depends on the satisfaction of various conditions and that, if applicable, Rule 144 affords the exemptions of sales of the Shares only in limited amounts under certain conditions. Each Shareholder (i) acknowledges that such Shareholder has had a full opportunity to ask questions about the Company and to request from the Company and to review and has received all information which it deems relevant in making a decision to purchase the Shares being purchased or to be purchased by it or him hereunder and (ii) will comply with the applicable restrictions on transferability of the Shares contained in the Acquisition Agreement. Section 2. Piggyback Registration Rights. During the period beginning August 31, 1996 through August 31, 2000, whenever the Company proposes to register any common stock of the Company ("Common Stock") for its own or another person's account under the Securities Act of 1933, as amended (the "Securities Act"), for a public offering for cash, other than a registration of Common Stock relating to employee benefit plans or in connection with an acquisition, the 2 Company shall give the Shareholders prompt written notice of its intent to do so. Upon the written request of any Shareholder given within fifteen (15) days after receipt of such notice, the Company will, subject to the provisions of the next sentence, cause to be included in such registration all of the shares of Common Stock which such Shareholders request. If the Company is advised, in writing in good faith by the managing underwriter of the securities being offered pursuant to any registration statement under this Section 1, that the number of shares to be sold by persons other than the Company is greater than the number of such shares which can be offered without adversely affecting the offering, the Company may reduce pro rata (based upon the total number of shares proposed to be sold by the Company and all other persons entitled to request registration) the number of shares offered for the accounts of the Company and such persons to a number deemed satisfactory by such managing underwriter. Section 3. Registration Procedures. All expenses incurred in connection with the registrations under Section 2 (including all registration, filing, qualification, printer's and accounting fees, but excluding the fees of counsel for the selling Shareholders and underwriting commissions and discounts relating to the selling Shareholders' shares) shall be borne by the Company. In connection with registrations under Section 2 , the Company shall (i) use its best efforts to prepare and file with the Securities and Exchange Commission (the "Commission") as soon as reasonably practicable, a registration statement with respect to the shares to be registered and use its best efforts to cause such registration to promptly become and remain effective for a period of at least ninety (90) days (or such shorter period during which selling shareholders shall have sold all Common Stock which were then requested to be registered); (ii) use its best efforts to register and qualify the Common Stock covered by such registration statement under applicable state securities laws as shall be reasonably appropriate for the distribution of the Common Stock; and (iii) take such other actions as are reasonable and necessary to comply with the requirements of the Securities Act and the regulations thereunder, or the reasonable request of any holder in light of the circumstances of the particular plan of distribution, with respect to the registration and distribution of the Common Stock. The Company is not obligated to effect registration or qualification under Section 2 in any jurisdiction requiring it to qualify to do business or to execute a general consent to service of process. 3 IN WITNESS WHEREOF, the Company has executed this Agreement as of the __ day of ________, 1996. SIRROM CAPITAL CORPORATION By: -------------------------- Title: ----------------------- SHAREHOLDERS ------------------------------ H. Hiter Harris ------------------------------ Christopher H. Williams ------------------------------ Dena Frith Moore ------------------------------ Tiffany Armstrong EX-23.1 3 CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use of our reports on Sirrom Capital Corporation and Harris Williams & Co. and Subsidiary (and to all references to our Firm) included in or made a part of this Form 8-K. ARTHUR ANDERSEN LLP Nashville, Tennessee September 13, 1996 EX-99.1 4 CONSOLIDATED BALANCE SHEETS 1 EXHIBIT 99.1 HARRIS WILLIAMS & CO. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS (unaudited)
JUNE 30, 1996 ---------- ASSETS CURRENT ASSETS: Cash and cash equivalents................................... $1,997,642 Accounts receivable......................................... 876,367 Prepaid expenses............................................ 11,237 ---------- Total current assets................................ 2,885,246 ---------- FURNITURE AND EQUIPMENT, at cost.............................. 141,935 Less accumulated depreciation............................... (49,333) ---------- Net furniture and equipment......................... 92,602 ---------- OTHER ASSETS.................................................. 1,780 ---------- $2,979,628 ========== LIABILITIES, MINORITY INTEREST AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable and accrued liabilities.................... $ 716,891 ---------- Total current liabilities........................... 716,891 ---------- MINORITY INTEREST............................................. 735,686 ---------- COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: Common stock, no par, 5,000 shares authorized, 100 shares issued and outstanding................................... 60,783 Retained earnings........................................... 1,466,268 ---------- 1,527,051 ---------- $2,979,628 ==========
2 HARRIS WILLIAMS & CO. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
FOR THE SIX MONTHS ENDED JUNE 30, ------------------------- 1995 1996 ---------- ----------- REVENUES: Fee income........................... $ 826,480 $ 2,453,831 Expense reimbursements............... 216,260 193,022 ---------- ----------- 1,042,740 2,646,853 ---------- ----------- EXPENSES: Salaries and benefits................ 635,344 1,023,981 Operating expenses................... 228,818 234,762 ---------- ----------- 864,162 1,258,743 ---------- ----------- Operating income............. 178,578 1,388,110 ---------- ----------- INTEREST INCOME AND OTHER.............. 22,778 34,517 ---------- ----------- INCOME BEFORE MINORITY INTEREST........ 201,356 1,422,627 MINORITY INTEREST...................... (40,271) (284,525) ---------- ----------- NET INCOME............................. $ 161,085 $ 1,138,102 ========== ===========
3 HARRIS WILLIAMS & CO. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited)
COMMON STOCK ---------------- RETAINED SHARES AMOUNT EARNINGS TOTAL ------ ------- --------- ---------- BALANCE, DECEMBER 31, 1994............................. 100 60,783 284,918 345,701 Net income........................................... -- -- 649,249 649,249 Distributions to stockholders........................ -- -- (606,001) (606,001) ------ ------- --------- ---------- BALANCE, DECEMBER 31, 1995............................. 100 60,783 328,166 388,949 Net income........................................... -- -- 1,138,102 1,138,102 ------ ------- --------- ---------- BALANCE, JUNE 30, 1996................................. 100 $60,783 1,466,268 $1,527,051 ===== ======= ========= ==========
4 HARRIS WILLIAMS & CO. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
FOR THE SIX MONTHS ENDED JUNE 30, ------------------------- 1995 1996 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Consolidated net income....................... $ 161,085 $1,138,102 Adjustments to reconcile consolidated net income to net cash provided (used) by operating activities: Depreciation................................ 9,966 13,117 Minority interest in net income of consolidated subsidiary................... 40,271 284,525 Increase in accounts receivable............. (87,235) (815,344) Decrease in prepaid expenses................ 1,792 50 Decrease in other assets.................... -- 335 Increase in accounts payable and accrued liabilities....................... 397,546 672,473 ----------- ----------- Net cash provided by operating activities........................... 523,425 1,293,258 ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of furniture and equipment........... (11,352) (33,298) ----------- ----------- Net cash used by investing activities........................... (11,352) (33,298) ----------- ----------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS................................... 512,073 1,259,960 CASH AND CASH EQUIVALENTS, at beginning of year.......................................... 738,851 737,682 ----------- ----------- CASH AND CASH EQUIVALENTS, at end of year....... $1,250,924 $1,997,642 =========== ===========
EX-99.2 5 PRO FORMA FINANCIAL INFORMATION 1 EXHIBIT 99.2 PRO FORMA FINANCIAL INFORMATION Harris Williams & Co. - Virginia Corporation ("HW Corp") was formed in 1991 and Harris Williams was later formed in August 1994, upon investment of Sirrom Ltd. (the "Minority Interest"). At that time, HW Corp began conducting all of its operations through Harris Williams. HW Corp's operations after August 1994 consist solely of its investment in Harris Williams. The pro forma balance sheet data at June 30, 1996 and statement of operations data for the three months ended June 1996, has been prepared based on unaudited statements of operations of each of the respective companies. The minority interest deduction included in the HW Corp financial statements is eliminated in the pro forma presentation because the Company is acquiring the Minority Interest. The pro forma financial information reflects the Company's investment in HW Corp. as being accounted for under the equity method because a non-investment company is not permitted to be consolidated with an investment company under the Investment Company Act of 1940. The pro forma statement of operations data may not be indicative of future results of operations or of the actual results of operations had the acquisition described above been effective on January 1 of each respective year. 2 SIRROM CAPITAL CORPORATION PRO FORMA BALANCE SHEET DATA
JUNE 30, 1996 ------------------------------------------------------------------------- SIRROM CAPITAL MINORITY CORPORATION HW CORP INTEREST ADJUSTMENTS PRO FORMA ----------- ---------- ---------- ------------- ----------- ASSETS Investments, at fair value: Loans $187,556,418 $ - $ - $ - $ 187,556,418 Equity interests 25,488,907 - - - 25,488,907 Warrants 13,748,118 - - - 13,748,118 ------------ ---------- ----------- ----------- ------------- Total investments 226,793,443 - - - 226,793,443 Investment in unconsolidated subsidiary 2,262,737 (1) 2,262,737 Cash and cash equivalents 39,818,682 1,997,642 - (1,997,642) (1) 39,818,682 Interest receivable 2,704,360 - - - 2,704,360 Accounts receivable - 876,367 - (876,367) (1) - Debenture costs, net 2,257,887 - - - 2,257,887 Furniture and equipment, net 220,067 92,602 - (92,602) (1) 220,067 Other assets 615,362 13,017 - (13,017) (1) 615,362 ------------ ---------- ----------- ----------- ------------- Total assets $272,409,801 $2,979,628 $ - $ (716,891) $ 274,672,538 ============ ========== =========== =========== ============= LIABILITIES Debentures payable to SBA $ 83,260,000 $ - $ - $ - $ 83,260,000 Revolving credit facility 35,887,766 - - - 35,887,766 Interest payable 1,266,976 - - - 1,266,976 Accrued taxes payable 2,353,368 - - - 2,353,368 Accounts payable and accrued expenses 1,072,754 716,891 - (716,891) (1) 1,072,754 ------------ ---------- ----------- ----------- ------------- Total liabilities 123,840,864 716,891 - (716,891) 123,840,864 ------------ ---------- ----------- ----------- ------------- Minority interest Shareholders' equity: 735,686 (735,692) - Common stock 124,512,161 60,783 500,000 - 125,072,944 Notes receivable from employees (1,539,858) - - - (1,539,858) Undistributed net realized earnings 11,287,906 1,466,268 235,692 - 12,989,860 Unrealized appreciation of investments 14,308,728 - - - 14,308,728 ------------ ---------- ----------- ----------- ------------- Total shareholders' equity 148,568,937 2,262,736 - - 150,831,674 ------------ ---------- ----------- ---------- ------------- Total liabilities, and shareholders' equity $272,409,801 $2,979,628 $ - $ (716,891) $ 274,672,538 ============ ========== =========== ========== =============
(1) Adjustment to present Harris Williams under the equity method. 3 SIRROM CAPITAL CORPORATION PRO FORMA STATEMENT OF OPERATIONS DATA
SIX MONTHS ENDED JUNE 30, 1996 -------------------------------------------------------------------------- SIRROM CAPITAL MINORITY CORPORATION HW CORP INTEREST ADJUSTMENTS PRO FORMA ----------- ----------- ----------- --------------------------------- OPERATING INCOME: Interest on investments $ 10,448,319 $ $ - $ - $ 10,448,319 Advisory fees - 2,453,831 - (2,453,831)(2) - Loan processing fees 1,573,050 - - 1,573,050 Other income 62,055 227,539 - (227,539)(2) 62,055 ----------- ---------- ------------ ----------- ------------- Total operating income 12,083,424 2,681,370 - (2,681,370) 12,083,424 Equity in earnings of unconsolidated subsidiary, before income taxes - - - 1,422,627 (2) 1,422,627 OPERATING EXPENSES: Interest expense 3,841,275 - - - 3,841,275 Salaries and benefits 1,407,678 1,023,981 - (1,023,981)(2) 1,407,678 Other operating expenses 980,163 234,762 - (234,762)(2) 980,163 Amortization expense 277,643 - - - 277,643 ----------- ---------- ------------ ----------- ------------- Total operating expenses 6,506,759 1,258,743 - (1,258,743) 6,506,759 ----------- ---------- ------------ ----------- ------------- Net operating income 5,576,665 1,422,627 - 6,999,292 Realized gain on investments 5,956,489 - - - 5,956,489 Change in unrealized appreciation of investments 4,495,427 - - - 4,495,427 Provision for income taxes (2,204,960) - - (497,919)(1) (2,702,879) Minority interest - (284,525) 284,525 - - ----------- ---------- ------------ ----------- ------------- Net increase in shareholders' equity resulting from operations $13,823,621 $1,138,102 $ 284,525 $ (497,919) $ 14,748,329 =========== ========== ============ =========== ============= Per share: Pretax operating income $ .58 $ .66 Net increase resulting from operations 1.43 1.39 Fully diluted weighted average shares oustanding 9,691,981 898,454(3) 10,590,435(3)
(1) Reflects the provision for federal income taxes on operations of HW Corp and Minority Interest at statutory rates so that the pro forma data maybe indicative of ongoing operations of the Company. However, the Company's actual financial statements for the period above will have no federal income tax provision. (2) Adjustment to present Harris Williams under the equity method. (3) Reflects the impact of the shares issued in connection with the proposed acquisition. -----END PRIVACY-ENHANCED MESSAGE-----