POINT WEST CAPITAL CORP
8-K, 1997-11-14
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 13, 1997
          -----------------------------------------------------------------
                Date of Report (Date of earliest event reported)


                         POINT WEST CAPITAL CORPORATION.
          =================================================================  
          (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
corporation)                                         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


<PAGE>


Item 5.  Other Events.
=====================

                  On  November  13,  1997,  The Company  issued a press  release
announcing third quarter earnings and new strategic direction. The press release
is filed herewith as exhibit 99.1.



Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
============================================================================
(c)      Exhibits

                  99.1       Text of Press Release dated November 13, 1997

<PAGE>




                                   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.

                                                     Point West Capital
                                                     Corporation
                                                     ==================


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

Date: November 14, 1997


<PAGE>

                                  EXHIBIT INDEX
                                  =============

====================== ================================ =======================
Exhibit Number          Document Description             Sequential
                                                         Page Number
==============          =====================            ============

====================== ================================ =======================
    99.1                Text of Press Release dated
                        November 13, 1997                     1
====================== ================================ =======================
====================== ================================ =======================










                                                          FOR IMMEDIATE RELEASE
                                                          ---------------------
                                                              November 13, 1997
                                                              -----------------


                    POINT WEST CAPITAL CORPORATION ANNOUNCES
                    ----------------------------------------
               THIRD QUARTER EARNINGS AND NEW STRATEGIC DIRECTION
               --------------------------------------------------


         SAN FRANCISCO-(November 13, 1997) Point West Capital Corporation (PWCC)
(formerly known as Dignity  Partners,  Inc. (DPNR)) today reported a net loss of
$118,000 (or $0.04 per share based on  3,324,449  weighted  average  outstanding
shares) for the quarter  ended  September  30,  1997,  compared to a net loss of
$10,034,000 (or $2.34 per share based on 4,291,824 weighted average  outstanding
shares) for the quarter  ended  September  30, 1996.  The net loss for the third
quarter of 1997 reflects the effects of a $328,000  provision for loss on assets
held for sale, a $98,000  pre-tax gain on assets sold and a $943,000 net loss in
the  Company's  wholly  owned  financing  subsidiary  which was  charged  to the
previously  provided  reserve  for  the  loss  of the  equity  interest  in such
subsidiary.  The Company also  reported a net gain of  $1,210,000  (or $0.33 per
share  based on  3,671,700  weighted  average  outstanding  shares) for the nine
months ended September 30, 1997,  compared to a net loss of $9,547,000 (or $2.49
per share based on 3,838,548 weighted average  outstanding  shares) for the nine
months ended September 30, 1996.

         The Company's  results of  operations  and cash flows for the three and
nine months ended  September  30, 1997 are not  comparable to the three and nine
months ended September 30, 1996,  primarily as a result of the  reclassification
in the third quarter of 1996 of a substantial portion of the Company's assets as
"assets held for sale" and related accounting consequences.

         Through  September  30,  1997,  the  Company  had sold or entered  into
agreements to sell 373 policies,  representing  $29.2 million in aggregate  face
value,  for $19.5 million.  As a result of these sales,  the Company  reported a
pre-tax loss of $300,000 in the first nine months of 1996 ($180,000 pre-tax loss
for the year  ended  1996) and a pre-tax  gain of  $1,461,000  in the first nine
months of 1997 (including $98,000 in the third quarter).

         The Company also reported that Fourteen Hill Capital,  L.P.  ("Fourteen
Hill"),  a limited  partnership  the  Company  formed in June  1997,  received a
license  from  the  Small  Business  Administration  ("SBA")  to  become a small
business investment company ("SBIC") effective September 26, 1997. George Corey,
Esquire,  the Chief of the  Licensing  Unit at the SBA, and Abigail  Freeman,  a
Presidential  Intern serving as a financial  analyst at the SBA, stated that "it
was the fastest  SBIC  license  ever  granted by the SBA since 1993 when the SBA
revised its licensing  procedures." Fourteen Hill commenced operations in August
1997 by consummating  two financings in the aggregate  principal amount of $1.25
million.

         In September 1997 the Company formed a limited liability company called
Allegiance Capital,  LLC ("Allegiance").  Allegiance will provide senior secured
loans to funeral home and cemetery owners nation wide from its principal offices
in San Francisco.  Allegiance  commenced operations in October 1997 by issuing a
commitment  letter to make a senior secured loan to an  unaffiliated  entity for
$2.1  million.  The Company  serves as the manager of  Allegiance  and has a 51%
equity interest in the new entity. The other two members,  Michael McDermitt and
Daniel Isard,  own the remaining  49% interest.  Mr.  McDermitt has an extensive
background  in finance.  He most  recently  spent seven years at Smith Barney as
Vice  President in its  structured  finance group where he focused on innovative
securitizations  and other  financings.  Mr.  McDermitt  serves as  President of
Allegiance.  Mr. Isard has broad  experience in the death care  industry  having
provided  consulting  services to more than 700 funeral  homes,  cemeteries  and
mortuaries  across the nation since 1987.  Mr. Isard serves as Vice President of
Marketing.

         Until  February  1997 the Company  provided  viatical  settlements  for
terminally  ill  persons.  Subsequently,  the  Company  has  sought  to become a
broad-based  specialty  financial services company. To that end, the Company has
expanded its financial services business through the formation and investment in
other entities, including Fourteen Hill and Allegiance. The Company is currently
evaluating other strategic business opportunities.  Fourteen Hill and Allegiance
are  indicative of the types of business  opportunities  the Company  intends to
pursue.

(KEYWORD CALIFORNIA AND INDUSTRY KEYWORD: SPECIALTY FINANCE EARNINGS).

CONTACTS:   POINT WEST CAPITAL CORPORATION, SAN FRANCISCO.
                        Alan B. Perper, 415/394-9467




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