SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) March 31, 2000
LORACA INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
Nevada 005-58227 87-0555751
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(State or other (Commission File No.) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
1601 Fifth Avenue
Seattle, Washington 98101
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(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (206) 332-0400
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ITEM 2. Acquisition Or Disposition Of Assets
On February 11, 2000, Loraca International, Inc. ("Loraca"), through its
subsidiary, entered into an agreement to acquire all of the outstanding shares
of The Lexus Companies, Inc. and its subsidiary, Calumet Securities Corporation
(collectively "Lexus") pursuant to the terms of an Agreement and Plan of Merger
(the "Agreement"), as previously discussed in the Company's Current Report on
Form 8-K filed February 28, 2000. On March 15, the parties to the Agreement
executed an Amendment to the Agreement and Plan of Merger allowing the closing
of the transaction to occur as late as April 15, 2000. On March 31, 2000, the
transaction described in the Agreement closed, at which time Loraca (through its
subsidiary) paid to Lexus an aggregate of (i) 377,778 shares of common stock,
par value $0.001 per share, of Loraca (the "Loraca Common Stock"), and (ii)
floating rate convertible subordinated notes in the principal amount of $2.3
million (the "Notes").
The value of the consideration paid by Loraca for the Lexus stock was based
on an arm's length negotiation between the parties after considering the
perceived value of the Lexus business and its assets, the liabilities of Lexus
that are to be assumed by the subsidiary of Loraca, and the market value of the
shares of Loraca Common Stock that will be delivered at Closing or that will be
issuable upon conversion of the Notes.
Loraca intends to continue operating the Calumet business in its growing
internet mortgage operations as a platform to fund and service the loans that
Loraca and its subsidiaries originate.
ITEM 7. Financial Statements And Exhibits
(a) Financial statements of business acquired. To be filed by amendment
within 60 days of this report.
(b) Pro forma financial information. To be filed by amendment within 60
days of this report.
(c) Exhibits.
Exhibits. Description
2.1* Agreement and Plan of Merger dated as of February 11, 2000 by
and among Loraca International, Inc., Loraca Acquisition
Corp., The Lexus Companies, Inc. and the Shareholders of The
Lexus Companies, Inc. Schedules and similar attachments to
this Exhibit have not been filed; upon request, Loraca will
furnish supplementally to the Commission a copy of any omitted
schedule.
2.2 Amendment to Agreement and Plan of Merger
4.1 Form of the Notes (to be filed as an amendment to this Current
Report on Form 8-K).
99.1 Press Release issued by the Company on February 14, 2000.
[REST OF PAGE INTENTIONALLY LEFT BLANK]
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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, thereto duly authorized.
LORACA INTERNATIONAL, INC.
By: /s/ Bernard A. Guy
Bernard A. Guy
President
Date: April 14, 2000
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EXHIBIT INDEX
2.1* Agreement and Plan of Merger dated as of February 11, 2000 by and
among Loraca International, Inc., Loraca Acquisition Corp., The Lexus
Companies, Inc. and the Shareholders of The Lexus Companies, Inc.
Schedules and similar attachments to this Exhibit have not been filed;
upon request, Loraca will furnish supplementally to the Commission a
copy of any omitted schedule.
2.2 Amendment to Agreement and Plan of Merger.
4.1 Form of the Notes (to be filed as an amendment to this Current Report
on Form 8-K).
99.1 Press Release issued by the Company on February 14, 2000.
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* Incorporated by reference to the Company's Report on Form 8-K filed February
28, 2000.
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EXHIBIT 2.2
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER ("Amendment") is entered
into and effective as of this 15th day of March, 2000, by and between LORACA
INTERNATIONAL, INC., a Nevada corporation ("Loraca"), LORACA ACQUISITION
CORPORATION, a newly formed Washington corporation and wholly owned subsidiary
of Loraca ("Merger Sub"); THE LEXUS COMPANIES, INC., a Texas corporation
("Lexus"); ROBERT C. STILZ, JR. ("Stilz"), WILLIAM VAN METER ALFORD, JR.
("Alford"), LYNN S. KIRSCH ("Kirsch") and DAVID M. OBERLE ("Oberle") (Stilz,
Alford, Kirsch and Oberle are sometimes referred to herein individually as an
"Individual Shareholder" and collectively as the "Individual Shareholders"); and
ROBERT C. STILZ, JR. and WILLIAM K. STILZ, as Co-Trustees of Mildred K. Stilz
Children's Trust ("Stilz Trustees"), TRENT CAPITAL MANAGEMENT COMPANY, as
Custodian for the Robert C. Stilz, Jr. IRA ("TCM Custodian") and VINE STREET
TRUST COMPANY, as Custodian for the William Van Meter Alford, Jr. IRA ("Vine
Custodian") (Stilz Trustees, TCM Custodian and Vine Custodian are sometimes
referred to herein individually as a "Trustee Shareholder" and collectively as
the "Trustee Shareholders") (Individual Shareholders and Trustee Shareholders
are sometimes referred to herein individually as a "Shareholder" and
collectively as the "Shareholders").
RECITALS:
A. The parties hereto entered into that certain Agreement and Plan of
Merger ("Agreement") dated February 11, 2000.
B. The parties hereto wish to amend the Agreement as provided herein.
Capitalized terms used herein shall, unless otherwise defined herein, have the
same meaning as in the Agreement.
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AGREEMENT:
NOW, THEREFORE, the parties hereby agree as follows:
1. CLOSING Section 3.1(b) of the Agreement is deleted and replaced, in its
entirety, with the following:
(b) on such other date as the parties may agree, provided that the Closing
Date shall in no event be later than April 15, 2000.
2. NO FURTHER MODIFICATION. Except as provided in Section 1, each of the
parties hereby ratifies and confirms the Agreement and agrees that it remains in
full force and effect, unmodified except as provided herein.
IN WITNESS WHEREOF, the parties have entered into this Amendment as of the
date first written above.
LORACA:
LORACA INTERNATIONAL, INC.
/s/ Bernard A. Guy
By: Bernard A. Guy
Title: President
("Loraca")
LORACA ACQUISITION CORPORATION
/s/ Bernard A. Guy
By: Bernard A. Guy
Title: CEO
("Merger Sub")
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THE LEXUS COMPANIES, INC.
/s/ Robert C. Stilz, Jr.
By: Robert C. Stilz, Jr.
Title: CEO
("Lexus")
SHAREHOLDERS:
/s/ Robert C. Stilz, Jr.
ROBERT C. STILZ, JR., as Shareholders Agent
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Company Press Release
Loraca International Signs Merger Agreement to Acquire Loan Origination,
Servicing and Insurance Operations Facility
ALBUQUERQUE, N.M.--(BUSINESS WIRE)--Feb. 14, 2000--Loraca International, Inc.
(OTCBB:LCAI - news), a financial services holding company, today announced that
it has entered into an agreement to acquire The Lexus Companies, Inc., and its
wholly-owned subsidiary, Calumet Securities Corporation, a mortgage banking and
insurance firm headquartered in Schererville, Indiana.
Under the terms of the agreement, Loraca's wholly-owned subsidiary, Loraca
Acquisition Corp. will acquire all of the issued and outstanding shares of Lexus
in exchange for shares of the common stock of Loraca and convertible
subordinated notes valued at approximately $4.3 million. The closing of the
acquisition and the transfer of Calumet Securities' mortgage, servicing and
insurance operations are subject to requisite regulatory approvals.
Calumet Securities is among the oldest continuously operating mortgage companies
in the Midwest, which received its seller/servicer approval from the Federal
National Mortgage Association (FNMA) and the Department of Housing and Urban
Development (HUD) in the 1930's. Calumet Securities originates and services
conventional and government loans, primarily in the Midwestern states, for FNMA,
FHLMC, FHA, GNMA, VA and various private investors.
"We believe that the acquisition of Calumet Securities furthers Loraca's
objective of expanding its operations nationwide with this well established and
centrally located platform. It will be an integral part of the development of
our Internet mortgage operation. By servicing the loans we originate, Loraca
will be better able to maintain and expand relationships with our growing
customer base, potentially opening additional cross-selling opportunities and
leveraging our technology. In addition, the acquisition will enable Loraca to
offer a broad variety of mortgage products, both conforming and non-prime, while
enhancing control over the loan fulfillment process," commented Ron Baca,
Chairman of Loraca International, Inc.
"The Calumet Securities acquisition is a major step for Loraca that will be the
foundation of our Internet business fulfillment strategy by utilizing this
platform to fund and service the loans we originate. We believe this combination
gives us a unique strategic advantage in becoming a premier mortgage solution
for a broad network of third party mortgage originators," commented Bernard Guy,
President of Loraca International, Inc.
"Loraca's technology creates unique solutions for third party mortgage
originators which fit perfectly with our strengths in mortgage servicing and
originations. The combination brings us access to cutting edge technology that
significantly expands our loan origination capabilities. We are extremely
pleased to merge with Loraca and feel that the combined management expertise and
operating strength of the group will enable us to create a market-leading
company," commented Paul Tufano, President of Calumet Securities Corporation.
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About Loraca International, Inc.
Loraca International, Inc. is a financial services holding company. The
company's mortgage-lending subsidiary, New Mortgage Millennium Corp., is
headquartered in Lake Oswego, Oregon.
This press release contains forward-looking statements that involve potential
risks and uncertainties. These forward-looking statements are based on
information available to the Company on the date hereof, and the Company assumes
no obligation to update any such forward-looking statement. It is important to
note that the Company's actual results could differ materially from those in
such forward-looking statements due to risks and uncertainties associated with
the Company's business. Among the factors that could cause the actual results of
Loraca International, Inc. and New Mortgage Millennium Corp. to differ
materially from those indicated in such forward-looking statements are
government regulation, residential real estate values, consumer acceptance of
internet mortgages and insurance, competition, general economic conditions such
as changes in interest rates and the demand for conforming and non-conforming
loans, availability of funding, loan prepayment rates, delinquency and default
rates and changes which influence the mortgage and insurance markets generally.
These factors and other risks and uncertainties are discussed in more detail in
the Company's Registration Statement on Form 10 filed with the Securities and
Exchange Commission and in the Company's other SEC filings. Because of these
risks and uncertainties, readers are cautioned not to place undue reliance on
forward-looking statements.
Contact:
Loraca International, Inc.
Barney Guy, 503/670-8386
