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): May 5, 2003 ----------- 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 --------------- (Former name or former address, if changed since last report) SEMELE GROUP INC. FORM 8-K ITEM 5 - OTHER EVENTS AND REGULATION FD DISCLOSURES Semele has received a proposal from Gary Engle and James Coyne, respectively Semele's CEO and President ("Management"), who together with their affiliates are the beneficial owners of approximately 58% of the outstanding Semele common stock, for the acquisition of substantially all of the outstanding shares of common stock of Semele not already owned by Management for $1.20 per share. Terms of the offer are detailed in the attached exhibits. ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS Exhibit ------- 99.1 Text of Letter dated May 5, 2003 to the Directors of Semele referencing the Proposed Acquisition of Semele Group Inc. 99.2 Text of press release dated May 5, 2003 titled "Management Proposes Offer To Acquire Semele Group Inc. Common Stock". 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. Dated: May 5, 2003 SEMELE GROUP INC. By: /s/ Richard K. Brock Name: Richard K. Brock Title: Chief Financial Officer and Treasurer EXHIBIT INDEX Exhibit ------- 99.1 Text of Letter dated May 5, 2003 to the Directors of Semele referencing the Proposed Acquisition of Semele Group Inc. 99.2 Text of press release dated May 5, 2003 titled "Management Proposes Offer To Acquire Semele Group Inc. Common Stock".