UNITED STATES
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): April 15, 2003
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Semele Group Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-16886 36-3465422
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
200 Nyala Farms, Westport, Connecticut 06880
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 341-0555
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(Former name or former address, if changed since last report)
SEMELE GROUP INC.
FORM 8-K
ITEM 7 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit
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99.1 Text of press release dated April 15, 2003 titled "Semele Announces
Receipt of SEC Comment Letter and Postponement of SEC Filing Deadlines"
ITEM 9. REGULATION FD DISCLOSURES
Item 12
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In January 2003, the Company received a comment letter from the Securities and
Exchange Commission ("SEC") relating to the SEC staff's review of the Company's
Annual Report on Form 10-KSB for the fiscal year ending December 31, 2001 and
the Company's quarterly reports on Form 10-QSB for each of the first three
quarters of fiscal 2002. In the comment letter, the Staff, among other things,
asked the Company for additional information and support for its historical
position related to the Company's accounting treatment associated with the
acquisition of Equis II Corporation and the Special Beneficiary Interest in the
four Delaware trusts (AFG Investment Trust A, AFG Investment Trust B, AFG
Investment Trust C and AFG Investment Trust D). In fiscal 2000, the Company
treated these acquisitions as a combination of entities under common control
accounted for in a manner similar to a pooling of interests. The Company
responded to the staff's comments by providing additional information and
support for its accounting treatment.
On April 3, 2003, the Company received an additional letter from the staff at
the SEC in which the SEC staff disagreed with the Company's position and
requested that the Company restate its 2001 financial information in its 2002
Form 10-KSB to account for the acquisition under the purchase method of
accounting. The Company is in the process of restating its 2001 financial
information which includes consultation with its independent auditors.
As a result of the restatement, the Company will not be able to file its Form
10-KSB for the year ended December 31, 2002 by the extended filing deadline,
April 15, 2003. The registrant expects to file the Form 10-KSB for the fiscal
year ending December 31, 2002 as soon as reasonably possible.
SIGNATURES
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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.
Dated: April 15, 2003 SEMELE GROUP INC.
By: /s/ Richard K. Brock
Name: Richard K. Brock
Title: Chief Financial Officer and Treasurer