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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 (Date of earliest event reported): October 31, 2000
ALTIVA FINANCIAL CORPORATION
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-21689 88-0286042
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
4405 Northside Parkway, Room 2107
Atlanta, Georgia 30327
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (404) 231-0702
Item 2. Acquisition or Disposition of Assets
On April 19, 2000, Altiva Financial Corporation (the "Company")
announced that as of Friday, April 14, 2000, the Company had ceased the
origination of loans and had reduced its staff by 90% in both Atlanta and at
its wholly-owned subsidiary, The Money Centre, based in Charlotte, North
Carolina. The Company reported at that time that it was pursuing an orderly
winding up of its business activities and seeking an arrangement with its
creditors. The Company's common stock was delisted from the Nasdaq SmallCap
Market effective May 1, 2000, as a result of the Company's financial
condition.
As of the date of the financial statements included in the Company's
most recent quarterly report on Form 10-Q for the second quarter ended
February 29, 2000, which was filed with the Securities and Exchange Commission
on May 5, 2000, the Company had total assets of $126,342,000 and total
liabilities of $103,235,000. The majority of the Company's tangible assets
were encumbered and were comprised primarily of loans held for sale,
mortgage-related securities, and fixed assets, with book values of
$56,505,000, $31,009,000 and $2,569,000, respectively. The remaining assets
were comprised primarily of intangible assets consisting of goodwill, recorded
benefits from tax losses and prepaid expenses with book values of $11,330,000,
$12,664,000 and $706,000, respectively.
The Company's warehouse lenders have since repossessed certain of the
loans in the Company's loan portfolio that secured related advances to the
Company. Loans owned by the Company were sold for aggregate proceeds of
$702,000.
The majority of the Company's mortgage-related securities were held
as collateral for approximately $31.0 million of secured debt. On September
29, 2000 the holders of approximately $27.5 million of the secured debt
foreclosed on the collateral and held a public auction which yielded proceeds
of approximately $10.0 million. The lender holding the remaining
mortgage-related security as collateral has notified the Company of the
lender's intent to foreclose on the collateral.
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Fixed assets located at the Company's offices in Charlotte, North
Carolina, Las Vegas, Nevada and Atlanta, Georgia have either been sold or
abandoned. The gross proceeds from the sale of such assets totaled
approximately $150,000. Assets subject to capitalized leases have either been
returned to the applicable lessor or sold, and in the latter case, the
proceeds of sale have been forwarded to the lessor.
Under the terms of a Deed of Assignment for the Benefit of Creditors,
dated October 31, 2000 (the "Assignment Agreement"), between the Company, as
assignor, and Herbert C. Broadfoot II, as assignee, the Company assigned, for
the benefit of the Company's creditors, all of the Company's assets, wherever
located. The assets assigned, comprised principally of miscellaneous
receivables, had a book value of approximately $400,000. The Assignment
Agreement directs the assignee to liquidate such assets, collect all claims
and demands of the Company, and, after paying and discharging all reasonable
expenses in connection with the performance of the assignee's duties, pay and
discharge, to the extent of funds available, all of the Company's debts and
liabilities. If there are insufficient funds to pay and discharge such debts
and liabilities, the assignee is to pay such debts and liabilities on a pro
rata basis and in proportion to their priority under applicable law. If there
are any excess funds after payment and discharge of all of the Company's debts
and liabilities, the assignee is obligated to remit such funds to the Company.
The Company prepared and attached to the Assignment Agreement a
schedule of the Company's and The Money Centre's creditors and the amounts of
such creditors' claims. The aggregate amount of such claims is in excess of
$6.1 million. Based on the anticipated liquidation value of the assets
assigned to the assignee under the Assignment Agreement, the Company does not
believe that the liquidation of the Company's assets by the assignee will
generate sufficient funds to make distributions to the Company's shareholders.
ITEM 5. OTHER EVENTS
Mr. Edward B. Meyercord resigned as Chief Executive Officer and
Chairman of the Board effective October 29, 2000. Messrs. Meyercord and J.D.
Williamson, the Company's remaining directors, resigned from the Board of
Directors on October 31, 2000, the date of the Assignment Agreement. The
Company's three remaining employees have been assisting or will continue to
assist with the winding up of the Company.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND
EXHIBITS.
(c) Exhibits
10.1 Deed of Assignment for the Benefit of Creditors
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.
ALTIVA FINANCIAL CORPORATION
Date: November 15, 2000 By: /s/ J. Richard Walker
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J. Richard Walker
Executive Vice President and
Chief Financial Officer
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Exhibit Index
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Exhibit Description
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10.1 Deed of Assignment for the Benefit of Creditors
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