FIRSTPLUS FINANCIAL GROUP INC
8-K, 1999-04-02
PERSONAL CREDIT INSTITUTIONS
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                       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 (or Date of Earliest Event Reported): March 6, 1999


                         FIRSTPLUS FINANCIAL GROUP, INC.
             (Exact name of registrant as specified in its charter)


            NEVADA                        27550                   75-256108
State or other jurisdiction of   (Commission File Number)       (IRS Employer
incorporation or organization)                               Identification No.)




              1600 Viceroy  Dallas, Texas                            75235
       (Address of principal executive offices)                   (Zip Code)



       Registrant's telephone number, including area code: (214) 599-6400






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<PAGE>



ITEM 5.           OTHER EVENTS

         As previously announced,  two of FIRSTPLUS Financial Group, Inc.'s (the
"Company" or the "Registrant"),  wholly-owned subsidiaries, FIRSTPLUS Financial,
Inc., and FIRSTPLUS Special Funding Corp. filed for reorganization under Chapter
11 of the United States Bankruptcy Code on March 5, 1999. The filing was made in
the United States Bankruptcy Court for the Northern District of Texas in Dallas.
Neither the Registrant,  nor any of its other subsidiaries has sought bankruptcy
protection.

         FIRSTPLUS Financial, Inc.  is one of  the Company's main operating sub-
sidiaries.  It produced,  sold,  and serviced the majority of the Company's High
LTV loan  originations.  FIRSTPLUS  Special  Funding Corp. is a special  purpose
entity formed to facilitate certain borrowings by FIRSTPLUS Financial, Inc.

         The liquidity issues leading to the subsidiary's bankruptcy filing have
required significant focus by Senior Management. Additionally, Senior Management
has been  concentrating  on related  strategic  issues such as negotiating  with
lenders  and  creditors,  finding  new  sources  of  financing  and  whole  loan
purchasers,  and  reorganizing  and  recapitalizing  the Company.  The resources
available to the Company have been limited by the liquidity issues and resulting
downsizing previously disclosed.

         The Registrant is currently not subject to any bankruptcy  proceedings.
However,  the Registrant has no income producing  activities and is dependent on
its  subsidiaries to fund its  obligations.  FIRSTPLUS  Financial,  Inc. will be
severely  limited in its ability or will not be able to provide  such funds as a
result of the bankruptcy filing.  The Registrant's  other significant  operating
subsidiary,  Western  Interstate  Bancorp ("WIB"),  is limited in its ability to
release  funds  to the  parent  company  du to its debt  covenant  restrictions.
Additionally  WIB's main  operating  company is a FDIC-insured  industrial  loan
company, FIRSTPLUS Bank, that is also limited in the amount of funds that it can
release  by  way  of  dividends  or   intercompany   loans  due  to   regulatory
restrictions.   These   limitations  may  cause  the  Registrant  or  its  other
subsidiaries to experience liquidity issues similar to FIRSTPLUS Financial, Inc.

         Additionally, on March  18, 1999 an  event of  default  occurred on  an
interest  payment  following a 30-day grace period on the Company's 7.25 percent
convertible  subordinated  notes due August 15,  2003.  The Company is currently
negotiating  with note holders for an additional  grace  period.  The Company is
also in  default on several of its lease  obligations  and is  negotiating  with
those lenders to resolve such  defaults.  No assurance can be made as to whether
the negotiations will be successful or if the negotiations are unsuccessful what
the ultimate outcome will be for the Company.

         As a result of limited resources and conflicting  demands,  the Company
has not completed the analysis  necessary to complete the  previously  announced
restatement  nor the  preparation  of its  financial  statements.  As such,  the

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<PAGE>
Company is delaying the release of earnings  for the fiscal year ended  December
31, 1998 and does not expect to timely file its Annual Report on Form 10-K.  The
Company  has  previously  stated  that it is in the  process  of  restating  its
financial statements for each of the fiscal years in the three-year period ended
September 30, 1997, the three-month  transition  period ended December 31, 1997,
and the first three  quarters of the fiscal year ended  December 31,  1998.  The
restatement  is the result of revising its  methodology  for estimating the fair
value of I/O Strips and Receivable  from Trusts assets to the "cash-out"  method
from the  previously  used  "cash-in"  method to comply with the  Securities and
Exchange Commission guidance announced on December 8, 1998.

         The  Company  currently  cannot  estimate  when  it will  complete  its
restatement,  release  results for fiscal year 1998,  and file its Form 10-K for
the year ending  December 31, 1998 with the Securities and Exchange  Commission.
It is  expected  that the  impact of the  restatement  will be  material  to the
results of all prior periods.  Accordingly,  previously issued financial results
for the periods  indicated  as affected by the  restatement  above should not be
relied upon.

         FIRSTPLUS Financial Group, Inc.  is a diversified consumer finance com-
pany  that  originates,   services,  and  sells  consumer  finance  receivables.
FIRSTPLUS is headquartered in Dallas, Texas.

         The above  statements  contained in this report that are not historical
facts,  including,  but not limited to, statements that can be identified by the
use  of   forward-looking   terminology   such  as  "may,"   "will,"   "expect,"
"anticipate,"  "estimate"  or  "continue"  or  the  negative  thereof  or  other
variations thereon or comparable  terminology,  are  forward-looking  statements
within the meaning of the Private Securities  Litigation Reform Act of 1995, and
involve a number of risks and  uncertainties.  The actual  results of the future
events described in such forward-looking  statements in this press release could
differ materially from those stated in such  forward-looking  statements.  Among
the factors  that could  cause  actual  results to differ  materially  are:  the
ultimate outcome of any  negotiations,  short-term  interest rate  fluctuations,
level of defaults and  prepayments,  general economic  conditions,  competition,
government  regulation and possible future litigation,  as well as the risks and
uncertainties  discussed  in the  Company's  Current  Report on Form 8-K,  dated
December 19, 1996,  including  without  limitation,  the uncertainties set forth
from time to time in the Company's  other public  reports and filings and public
statements.

ITEM 7.   Financial Statements and Exhibits.


(c.Exhibits

                  (i)      Press release dated January 29, 1999

                  (ii)     Press release dated March 6, 1999


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<PAGE>
                                    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, thereunto duly authorized.

Dated: March 30, 1999


                                              FIRSTPLUS FINANCIAL GROUP, INC.


                                              By:     /s/William P. Benac
                                                      --------------------------
                                              Name:   William P. Benac
                                              Title:  Chief Financial Officer







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<PAGE>



CONTACT:                                     Daniel T. Phillips, Chairman/CEO
                                             Eric C. Green, President
                                             William P. Benac, CFO
                                             John R. Hauge, Group Executive
                                             FIRSTPLUS Financial Group, Inc.
FOR IMMEDIATE RELEASE
                                             Michele Katz, Ian Hirsch
                                             Press: Brian Maddox, Estelle Bieber
                                             Morgen-Walke Associates
                                             (212) 850-5600

                      FIRSTPLUS ANNOUNCES IMPLEMENTATION OF
                             NEW ACCOUNTING GUIDANCE

DALLAS,  Texas,  January 29, 1999 - FIRSTPLUS  Financial Group,  Inc. (NYSE: FP)
today announced it will be implementing  new accounting  guidance  regarding the
valuation of its retained interests from  securitization  transactions  recently
provided by the Financial  Accounting  Standards Board ("FASB").  As reported in
the  Company's  September  30, 1998 Form 10-Q,  the FASB issued a draft  Special
Report ("A Guide to  Implementation of Statement 125 on Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities,  Questions
and Answers,  Second Edition") which was finalized during December 1998. In this
Special  Report,  the FASB  concluded  that the  "cash-out"  method  of  valuing
retained  interests  should be used to estimate fair value.  The  Securities and
Exchange  Commission  Staff announced on December 8, 1998 that the change to the
"cash-out"  method should be made by  restatement.  Based on this guidance,  the
Company is revising its  methodology for estimating the fair value of I/O Strips
and Receivable  from Trusts assets to the "cash-out"  method from the previously
used "cash-in" method.

     Prior to the issuance of the FASB's  Special  Report,  one of two different
valuation  techniques,  the "cash-in" method or the "cash-out"  method, had been

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<PAGE>
used under  Statement 125 to estimate the fair value of retained  interests such
as I/O Strips and other credit enhancements by specialty finance companies.  The
basic  difference  between  the two methods  concerns  the period over which the
estimated cash flows are discounted. The discount period in the "cash-in" method
ends when it is estimated the trust will collect the cash. The "cash-out" method
discounts  cash flows from the date it is  estimated  that the trust will return
the cash to the Company.

      The Company will restate its financial  statements  for each of the fiscal
years in the  three-year  period  ended  September  30,  1997,  the  three-month
transition  period ended  December 31, 1997, and the first three quarters of the
fiscal year ended  December 31, 1998. The Company is currently in the process of
estimating the ultimate impact of the restatement.  However, as disclosed in the
Company's  Form 10-Q for the  September  1998  quarter,  it is expected that the
impact will be material to the results of all prior periods.  As a result of the
restatement, the Company will release results for the fiscal year ended December
31,  1998  following  the  completion  of the  restatement  of  prior  financial
statements  and the  filing of its Annual  Report  for fiscal  year 1998 on Form
10-K. The Company  presently  anticipates  completing  this process by mid-March
1999.

                                     -more-





     FIRSTPLUS Financial Group, Inc.
        Page 2

     FIRSTPLUS  Financial Group, Inc. is a diversified  consumer finance company
that originates, services, and sells consumer finance receivables.  FIRSTPLUS is
headquartered in Dallas, Texas.

The above  statements  contained in this press  release that are not  historical
facts,  including,  but not limited to, statements that can be identified by the
use  of   forward-looking   terminology   such  as  "may,"   "will,"   "expect,"
"anticipate,"  "estimate"  or  "continue"  or  the  negative  thereof  or  other
variations thereon or comparable  terminology,  are  forward-looking  statements
within the meaning of the Private Securities  Litigation Reform Act of 1995, and
involve a number of risks and  uncertainties.  The actual  results of the future
events described in such forward-looking  statements in this press release could
differ materially from those stated in such  forward-looking  statements.  Among
the factors  that could  cause  actual  results to differ  materially  are:  the
ultimate outcome of any  negotiations,  short-term  interest rate  fluctuations,
level of defaults and  prepayments,  general economic  conditions,  competition,
government  regulation and possible future litigation,  as well as the risks and
uncertainties  discussed  in the  Company's  Current  Report on Form 8-K,  dated
December 19, 1996,  including  without  limitation,  the uncertainties set forth
from time to time in the Company's  other public  reports and filings and public
statements.

                                      # # #


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<PAGE>


CONTACT:                             Daniel T. Phillips, Chairman/CEO
                                     Eric C. Green, President
                                     William P. Benac, CFO
                                     John R. Hauge, Group Executive
                                     FIRSTPLUS Financial Group, Inc.
                                     (214) 5996300
FOR IMMEDIATE RELEASE
                                     Michele Katz, Ian Hirsch
                                     Press: Brian Maddox, Estelle Bieber
                                     MorgenWalke Associates
                                     (212) 8505600

               FIRSTPLUS ANNOUNCES SUBSIDIARY'S BANKRUPTCY FILING

DALLAS,  Texas - March 6, 1999 -- FIRSTPLUS  Financial  Group,  Inc. (NYSE:  FP)
today announced that one of its wholly-owned subsidiaries,  FIRSTPLUS Financial,
Inc.  ("INC"),  and FIRSTPLUS Special Funding Corp. (a subsidiary of INC created
to facilitate a financing  from Deutsche  Bank) filed for  reorganization  under
Chapter  11 of the United  States  Bankruptcy  Code.  The filing was made in the
United  States  Bankruptcy  Court for the Northern  District of Texas in Dallas.
Neither  FIRSTPLUS  Financial  Group,  the paren  company,  nor any of its other
subsidiaries has sought bankruptcy protection.

Daniel T. Phillips,  Chairman and CEO of FIRSTPLUS  Financial Group,  said: "The
tremendous  recent turmoil in the  asset-backed  securitization  markets and the
lack of a reliable,  committed secondary take out source for high LTV loans have
made this step  necessary.  We have  attempted  to  address  this  industry-wide
phenomenon  by focusing  the company on its retail  loan  origination  business,
selling off non-core businesses, executing whole loan sales, and reducing costs.
However,  FIRSTPLUS  Financial,  Inc.  has been  unable to meet  certain  of its
obligations and, accordingly, this action was taken."

FIRSTPLUS  Financial Group, Inc. is a diversified  consumer finance company that
originates,  services  and sells  consumer  finance  receivables.  FIRSTPLUS  is
headquartered in Dallas,  Texas.  Information can be found on FIRSTPLUS' website
at WWW.FIRSTPLUS.COM
   -----------------

The above  statements  contained in this press  release that are not  historical
facts  are  forward-looking   statements  within  the  meaning  of  the  Private
Securities  Litigation  Reform  Act of 1995,  and  involve a number of risks and
uncertainties.  The  actual  results  of the  future  events  described  in such
forward-looking  statements in this press release could differ  materially  from
those stated in such  forward-looking  statements.  Among the factors that could
cause  actual  results  to  differ  materially  are:  short-term  interest  rate
fluctuations,  level of defaults and prepayments,  general economic  conditions,
competition,  government  regulation and possible future litigation,  as well as
the risks and  uncertainties  discussed in the Company's  Current Report on Form
8-K, dated December 19, 1996,  including without  limitation,  the uncertainties
set forth from time to time in the  Company's  other public  reports and filings
and public statements.

                                      # # #





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