SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
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FORM 8-K/A
AMENDMENT NO. 1 TO
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) May 20, 2003
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CONSUMER PORTFOLIO SERVICES, INC.
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(Exact Name of Registrant as Specified in Charter)
CALIFORNIA 001-14116 33-0459135
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
16355 Laguna Canyon Road, Irvine, CA 92618
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (949) 753-6800
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Not Applicable
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(Former name or former address, if changed since last report)
This Current Report on Form 8-K contains forward-looking statements that involve
risks and uncertainties. These statements relate to future events and therefore
are inherently uncertain. Actual performance and results may differ materially
from those projected or suggested due to certain risks and uncertainties,
including acquisition and transition challenges, assimilation issues in the
consolidation process, customer reaction to the acquisition, and operational and
other risks relating to the combination of separate businesses. Additional
information concerning certain other risks and uncertainties that could cause
actual results to differ materially from those projected or suggested, is
contained in Consumer Portfolio Services, Inc.'s Quarterly Report on Form 10-Q
for the quarter ended March 31, 2003, under the caption "Management's Discussion
and Analysis of Financial Condition and Results of Operations - Forward Looking
Statements." The forward-looking statements contained herein represent the
judgment of Consumer Portfolio Services, Inc. as of the date of this Current
Report on Form 8-K, and Consumer Portfolio Services, Inc. cautions against the
placement of undue reliance on such statements.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On May 20, 2003, the registrant Consumer Portfolio Services, Inc. ("CPS")
acquired TFC Enterprises, Inc., a Delaware corporation ("TFCE") and its
subsidiaries, by the merger (the "Merger") of CPS Mergersub, Inc., a Delaware
corporation ("Mergersub") and a direct, wholly-owned subsidiary of CPS, with and
into TFCE. The Merger took place pursuant to an Agreement and Plan of Merger,
dated as of March 31, 2003 (the "Merger Agreement"), among CPS, Mergersub and
TFCE. In the Merger TFCE became a wholly-owned subsidiary of CPS. CPS thus
acquired the assets of TFCE and its subsidiaries, consisting principally of
interests in motor vehicle installment sales finance contracts, interests in
securitized pools of such contracts, and the facilities for originating and
servicing such contracts.
TFCE, through its primary operating subsidiary, The Finance Company, is in the
business of purchasing motor vehicle installment sales finance contracts from
automobile dealers, and securitizing and servicing such contracts. CPS intends
to continue to use the assets acquired in the Merger in the automobile finance
business. Attached as Exhibits 99.1 and 99.2 are copies of press releases
relating to the Merger described in this Current Report on Form 8-K, which press
releases are incorporated herein by reference.
At the closing of the Merger, each share of common stock, $.01 par value per
share, of TFCE, issued and outstanding immediately prior to the closing of the
Merger, was cancelled and became a right to receive $1.87 per share in cash,
pursuant to the Merger Agreement, upon surrender of the certificates that
evidenced such shares. The total merger consideration payable to stockholders of
TFCE was approximately $21.6 million. The amount of such consideration was
agreed to as the result of arms'-length negotiations between CPS and TFCE. The
recipients of the total merger consideration had no material relationship with
CPS, its directors, its officers or any associates of such directors or
officers, to the best of CPS's knowledge. The Merger consideration was paid with
existing cash of CPS.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
The audited consolidated balance sheets of TFC Enterprises, Inc. and its
subsidiaries ("TFC") as of December 31, 2002 and 2001, and the related
consolidated statements of operations, changes in stockholders' equity and cash
flows for the years ended December 31, 2002 and 2001, together with notes
thereto and the report of McGladrey & Pullen, LLP, independent auditors,
attached hereto as Exhibit 99.3, are incorporated herein by reference.
(b) Pro Forma Financial Information.
The pro forma combined financial data attached hereto as Exhibit 99.4 are
incorporated herein by reference.
(c) Exhibits.
The following are filed as exhibits to this current report:
EXHIBIT NUMBER DESCRIPTION
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Exhibit 2.1 Agreement and Plan of Merger, dated as of March 31, 2003,
by and among the Registrant, CPS Mergersub, Inc. and TFC
Enterprises, Inc. (Incorporated by reference to Exhibit 2.1 to
the Current Report on Form 8-K of TFC Enterprises, Inc. filed
on April 1, 2003.)
Exhibit 23.1 Consent of McGladrey & Pullen, LLP
Exhibit 99.1 Press Release of TFC Enterprises, Inc. dated May 22,
2003. (Incorporated by reference to Exhibit 99.1 to the report
on Form 8-K of TFC Enterprises, Inc. filed on May 23, 2003.)
Exhibit 99.2 Press Release of Consumer Portfolio Services, Inc. dated
May 21, 2003. (previously filed as an exhibit to this current
report on Form 8-K.)
Exhibit 99.3 Financial statements of TFC Enterprises, Inc. and its
Subsidiaries
Exhibit 99.4 Pro forma combined financial data of Consumer Portfolio
Services, Inc. and its subsidiaries
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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 hereunto duly authorized.
CONSUMER PORTFOLIO SERVICES, INC.
By: /s/ CHARLES E. BRADLEY, JR.
Charles E. Bradley, Jr.
President & Chief Executive Officer
Dated: August 4, 2003
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