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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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):
February 3, 2000
AMERICA'S SENIOR FINANCIAL SERVICES, INC.
(Exact Name of Registrant as Specified in Charter)
FLORIDA 0-25803 65-0181535
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
15544 NW 77TH COURT
MIAMI LAKES, FLORIDA 33016
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (305) 828-2599
N/A
(Former Name or Former Address; if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
PINNACLE FINANCIAL CORPORATION
On February 3, 2000, America's Senior Financial Services, Inc., a
Florida corporation (the "Registrant"), entered into a Merger Agreement with
Pinnacle Financial Corporation, a Florida corporation ("Pinnacle"). Pursuant to
the terms of the Merger Agreement, AMSE Acquisition 3 Corp., a wholly-owned
subsidiary of the Registrant will merge with and into Pinnacle, with Pinnacle
surviving as a wholly-owned subsidiary of the Registrant (the "Merger"). The
purchase price for the Merger is $18,000,000, payable in a combination of: (i)
$8,500,000 in cash payable at the closing; (ii) $5,000,000 comprised of shares
of the Registrant's common stock payable at closing; and (iii) $4,500,000
comprised of shares of the Registrant's common stock payable over a five-year
period from the closing at a rate of twenty percent (20%) per year subject to
Pinnacle achieving certain earnings results for such five-year period. In
addition, Pinnacle's shareholders may also be entitled to receive an earnout
payment based upon a percentage of the increase in the value of the Registrant
over such five-year period. The Merger Agreement also provides for the payoff by
the Registrant of certain existing debt of Pinnacle.
The closing of the Merger transaction is subject to several conditions
to closing of both the Registrant and Pinnacle, including but not limited to the
obtaining of adequate financing by the Registrant with respect to the cash
consideration to be paid in the transaction. There can be no assurances that
such closing conditions will be met and the merger transaction will be
consummated or if consummated, it will be upon the terms as currently
contemplated.
SENIOR INCOME REVERSE MORTGAGE CORPORATION
On October 8, 1999, the Registrant entered into a Stock Purchase
Agreement with Senior Income Reverse Mortgage Corporation ("Senior Income"),
whereby the Registrant agreed to purchase all of the outstanding stock of Senior
Income from its shareholders for a purchase price of $6,425,000 payable in the
form of $3,425,000 in cash and $3,000,000 in the form of shares of the
Registrant's common stock. The number of shares which constitute the $3,000,000
stock component of the purchase price is subject to adjustment at both the first
anniversary and the second anniversary of the closing date in the event that the
Registrant's common stock price at such dates has fallen below certain defined
amounts.
The closing of the stock purchase transaction is subject to several
closing conditions of both the Registrant and the shareholders, including but
not limited to the obtaining of adequate financing by the Registrant with
respect to the cash consideration to be paid in the transaction. There can be no
assurances that such closing conditions will be met and the stock purchase will
be consummated or if consummated, it will be upon the terms as currently
contemplated.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
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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 hereunto duly authorized.
AMERICA'S SENIOR FINANCIAL SERVICES, INC.
By: /s/ Nelson A. Locke
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Nelson A. Locke, President
Dated: February 3, 2000
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