Cohen & Co Inc. — M&A Activity 2006

Sep 15, 2006

8-K 1 d8k.htm CURRENT REPORT Current Report

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 the earliest event reported)

September 15, 2006

Sunset Financial Resources, Inc.

(Exact name of Registrant as specified in its charter)

Maryland	001-32026	16-1685692
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10245 Centurion Parkway North, Suite 305, Jacksonville, Florida	32256
(Address of principal executive offices)	(Zip Code)

(904) 425-4099

(Registrant’s telephone number, including area code)

(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On September 15, 2006, Sunset Financial Resources, Inc. announced that the exchange ratio for its previously announced merger with Alesco Financial Trust has been adjusted from 1.26 to 1.29 Sunset shares for each Alesco share. The price to be paid in Sunset’s tender offer has been adjusted from $8.24 to $8.03 per share, and Sunset is now offering to purchase up to 2,652,553 shares in the tender offer.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Title
99.1	Press release, dated September 15, 2006, relating to merger and tender offer adjustments.

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.

Date: September 15, 2006

SUNSET FINANCIAL RESOURCES, INC.
By:	/s/ Stacy M. Riffe
	Stacy M. Riffe
	Chief Executive Officer