DIGNITY PARTNERS INC
8-K, 1996-11-05
FINANCE SERVICES
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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



                                November 5, 1996
        -----------------------------------------------------------------
                Date of Report (Date of earliest event reported)



                             DIGNITY PARTNERS, INC.
        -----------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



       Delaware                     0-27736                    94-3165263
   ----------------             ----------------           ----------------
   (State of other               (Commission                (IRS Employer
    jurisdiction of               File Number)               Identification
    incorporation)                                            No.)


           1700 Montgomery Street, Suite 250, San Francisco, CA    94111
        -----------------------------------------------------------------
        (Address of principal executive offices)               (Zip Code)


        Registrant's telephone number, including area code: (415)394-9467
                                                            --------------   
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Item 5.  Other Events.
- ----------------------
         On October 18, 1996, the Company issued a press release announcing a 
share repurchase program.  The press release is filed herewith as Exhibit 99.1.

         On November 4, 1996, the Company issued a press release announcing an 
investment in American Information Company, Inc.  The press release is filed 
herewith as Exhibit 99.2.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
- ----------------------------------------------------------------------------

(c)      Exhibits

         99.1     Text of Press Release dated October 18, 1996.

         99.2     Text of Press Release dated November 4, 1996.
   
                                   
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         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 thereunto duly authorized.

                                                    DIGNITY PARTNERS, INC.


                                                     By /s/Alan B. Perper
                                                        -----------------
                                                        Alan B. Perper
                                                        President

Date:  November 5, 1996

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                                  EXHIBIT INDEX
                                  -------------

                                                                Sequential 
Exhibit Number            Document Description                  Page Number 
- -------------- ---------------------------------------------    -----------
    99.1        Text of Press Release dated October 18, 1996.       1-2

    99.2        Text of Press Release dated November 4, 1996.       3-4


                                      -4-



Exhibit 99.1
- ------------

                                                     FOR IMMEDIATE RELEASE
                                                       October 18, 1996


DIGNITY PARTNERS ANNOUNCES SHARE REPURCHASE PROGRAM

SAN FRANCISCO - (October 18, 1996) Dignity Partners, Inc. (Nasdaq: DPNR) today
announced that the Board of Directors of the Company approved a share repurchase
program pursuant to which the Company is authorized to purchase from time to
time up to 1 million shares of the Company's common stock at prevailing  market
conditions.


The company stated  that the Board of  Directors  believes  that the market has
overreacted to certain announcements by the Company since July 1996 and that the
current price of the Company's common stock does not reflect management's belief
as to the current value of the Company's portfolio.


Dignity Partners, Inc. is a specialty finance services company that provides
viatical settlements for terminally ill persons.  A viatical settlement is the
payment of cash in return for an ownership interest in, and the right to receive
the death benefit from, a life insurance  policy.  On 

                                      -1-

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July 16, 1996, the Company announced that it was temporarily ceasing to process 
new applications of policies insuring the lives of individuals  diagnosed with 
HIV and AIDS while it further analyzed the research results reported at the 
International AIDS Conference in Vancouver, British Columbia.  On October 9, 
1996, the Company announced the execution of an agreement to sell a portion of 
its portfolio and a decision to seek stockholder approval to sell all or 
substantially all of the Company's assets, (KEYWORD CALIFORNIA AND INDUSTRY 
KEYWORD: INSURANCE EARNINGS).

CONTACTS:
DIGNITY PARTNERS, INC., SAN FRANCISCO.
John Ward Rotter, 415/394-9467


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                                       -2-



Exhibit 99.2
- ------------
                                                         FOR IMMEDIATE RELEASE
                                                            November 4, 1996


DIGNITY PARTNERS ANNOUNCES INVESTMENT IN AMERICAN INFORMATION COMPANY, INC.


SAN FRANCISCO - (November 4, 1996) Dignity Partners,  Inc. (DPNR) today 
announced that it purchased  $3,000,000 of  convertible  preferred  stock of 
San Francisco based  American  Information   Company,  a  privately  held  
company.  American Information Company Inc. does business nationally as 
Consumers Car Club and provides customers with a broad range of automobile  
related services by telephone (1-800-CAR-CLUB) and via the Internet  
(www.carclub.com).  Services include a comprehensive array of products 
including automotive information, buying support services, extended warranty 
contracts, insurance and financing of automobile purchases.


The investment offers Dignity Partners, a specialty financial services company,
the opportunity to participate in and enhance the growth potential of a leading
edge 

                                      -3-
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provider of  electronically  delivered  consumer  services.  The Company is
exploring the viability of expanding its offerings of financial products in this
developing  market and building upon its managerial and  operational  expertise.
The Company is continuing to analyze other strategic  opportunities  through its
engagement of Jeffries & Co.


CONTACTS:
DIGNITY PARTNERS, INC., SAN FRANCISCO.
John Ward Rotter, 415/394-9467



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