Degeorge Peter R, et al. – ‘SC 13D/A’ on 9/16/97 re: Degeorge Financial Corp – EX-99.A

As of:  Tuesday, 9/16/97   ·   Accession #:  912057-97-30905   ·   File #:  5-51563

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial          13     49K 
                          Ownership                                              
 2: EX-99.A     Miscellaneous Exhibit                                  2      8K 

EX-99.A   —   Miscellaneous Exhibit

EX-99.A
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      September 12, 1997

Board of Directors of DeGeorge Financial Corporation                            
99 Realty Drive                                                                 
Cheshire, Connecticut  06410                                                    

Gentlemen:                                                                      

I hereby propose to buy-out the shares of DeGeorge Financial
Corporation (the "Company") not already owned directly or indirectly by me and  
possibly by certain of the Company's present and former directors, officers and 
related parties who may wish to participate in the buy-out with me (the         
"Purchaser Group").  I believe that such a transaction will be in the best      
interests of the Company and its shareholders and will eliminate potential      
creditor apprehensions and low employee morale resulting from the consistently  
low prices of the Company's stock.                                              

    My proposal contemplates a cash price per share of $1.30 for the
public stockholders which represents a substantial premium over the present and 
recent historical market prices of the stock.  I have made arrangements for     
financing the purchase price of such shares and, accordingly, my proposal is not
subject to financing.                                                           

    I am prepared to negotiate promptly a mutually acceptable merger
agreement with the Company which I expect would contain limited conditions and  
establish the structure for the buy-out.  Since I will incur considerable       
expense and expend considerable time and effort to effect the merger which I    
believe are in the best interests of all shareholders, this proposal is         
conditioned upon the merger agreement providing that the Company will (a)       
reimburse the Purchaser Group for out-of-pocket expenses incurred by or on      
behalf of the Purchaser Group in connection with the Purchaser Group's pursuit  
of this proposal, including without limitation, reasonable fees and expenses of 
the Purchaser Group's attorneys, accountants, consultants and financing sources 
in the event the transaction contemplated by this proposal is not consummated   
for any reason other than a breach of the merger agreement by any member of the 
Purchaser Group, and (b) pay me liquidated damages of $100,000 in the event that
the Company is the subject of a change of control involving any Person other    
than me within one year of the date of the merger agreement.                    

EX-99.A
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Board of Directors of DeGeorge Financial Corporation                            
September 12, 1997                                                              
Page 2                                                                          

        I appreciate that, in considering my proposal, the obligation of the
Board of Directors of the Company is to examine it from the standpoint of the   
best interests of the Company's shareholders as a whole.  Therefore, I and any  
members of the Purchaser Group who may be directors would be happy to recuse    
ourselves during any Board meeting at which my proposal is to be considered     
unless our presence is requested for the purpose of answering questions.        

    If you are interested in pursuing my proposal, I request that my
advisors and I be permitted to review any proposed press releases or other      
public statements prior to their release.                                       

   I and my advisors are ready and eager to meet with you and your
advisors to begin work on the merger agreement.  If we work together, I do not  
anticipate any difficulties in arranging the details and I am confident that we 
can develop a definitive agreement very quickly.  I would very much appreciate  
hearing from you as soon as possible so that we both might discuss how best to  
proceed.                                                                        

Very truly yours,   

 /s/ Peter R. DeGeorge

Peter R. DeGeorge   

Dates Referenced Herein

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		9/16/97							None on these Dates
		9/12/97		1		2
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