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): November 11, 2003 

January 15, 2004 (January 14, 2004) 

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 

On January 14, 2004. Semele Group Inc. and its subsidiaries ("Semele") announced that it has receivedentered ainto revisedan proposalagreement fromwith Gary Engle and James Coyne, respectively Semele’s CEO and President ("Management") whothat togetherwill withhave theirthe affiliateseffect areof thetaking beneficialSemele ownersprivate. ofManagement approximatelyhas 67%agreed to make a voluntary tender offer for the acquisition of all of the outstanding Semeleshares of common stock. Theof revisedSemele proposalnot supercedesalready theirowned previousby offerthem madefor on$1.40 Mayper 5share, 2003subject .to TheSemele revisedfirst proposalcompleting isa an1-for-4,001 offerreverse fromstock Managementsplit to(the make"Reverse aSplit") voluntaryfollowed tenderimmediately offerby a 4,001-for-1 forward stock split (together with the acquisitionReverse ofSplit, substantiallythe all"Split"). As a result of the outstandingReverse sharesSplit, each share of common stock ofheld Semeleby nota alreadyshareholder ownedowning by4,000 Managementshares afteror theless Companyimmediately hasbefore completedthe aeffective 1time forof 1,000the reverseReverse stockSplit splitwill withbe stockholdersconverted owninginto lessthe thanright 1,000to sharesreceive receivingfrom Semele $1.2040 per share in cash on a pre-split sharebasis, inwithout cashinterest. forShareholders theirowning more than 4,000 shares. Theprior tenderto offerthe priceReverse wouldSplit bewill $1.20own perthe pre-splitsame share.number Termsof shares of common stock after completion of the revisedSplit. offerThe areagreement detailedwas inunanimously theapproved attachedby exhibitsSemele’s special committee. 

Semele expects to file a proxy statement with the Securities and Exchange Commission (the "SEC") within the next week seeking shareholder approval for the Split at a special meeting of shareholders. Management together with their affiliates is the beneficial owners of approximately 58% of the outstanding Semele common stock. A Form 8-K issued on November 11, 2003 incorrectly stated that Management and their affiliates owned 67% of the outstanding common stock. To be effected, the Split must be approved by a majority of shares of common stock not owned by Management, present and voting at the special meeting. If the Split is effected, Semele will terminate the registration of its common stock under the Securities Exchange Act of 1934, as amended. 

The agreement is detailed in the exhibit to this Form 8-K and Management's latest amended Schedule 13D to be filed with the Securities and Exchange Commission, which shareholders can obtain free of charge from the U.S. Securities and Exchange Commission's website at http: www.sec.gov. 

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of Semele. When it becomes available, shareholders should read the proxy statement (including a "going-private" Transaction Statement), as it will contain important information about the transaction. When it becomes available, shareholders can obtain such proxy statement free of charge from the U.S. Securities and Exchange Commission's website at http: www.sec.gov or from Management by directing a request to Semele Group Inc., 200 Nyala Farm Rd., Westport, Connecticut 06880. 

Item 7 - Financial Statements and Exhibits 

Exhibit 

9910.1    Text  Agreement ofto letterSplit and Tender, dated NovemberJanuary 1114, 2003 toby theand Independentbetween DirectorsSemele ofGroup SemeleInc. referencingon theone proposedhand acquisitionand ofJames SemeleA. GroupCoyne Incand Gary D. Engle on the other hand. 

99.2 Text of press release dated November 11, 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:    November  January 1115, 2003        2004      SEMELE GROUP INC. 

By:___  /s/ Richard K Brock______    Brock  Name: Richard K. Brock  Title: Chief Financial Officer and Treasurer 

Title: Chief Financial Officer and Treasurer

Exhibit Index 

Exhibit 

9910.1    Text  Agreement ofto letterSplit and Tender, dated NovemberJanuary 1114, 2003 toby theand Independentbetween DirectorsSemele ofGroup SemeleInc. referencingon theone proposedhand acquisitionand ofJames SemeleA. GroupCoyne Incand Gary D. Engle on the other hand. 

99.2 Text of press release dated November 11, 2003 titled "Management Proposes Offer To Acquire Semele Group, Inc. Common Stock"

Filing Compare · SEMELE GROUP INC