DIXIE NATIONAL CORP
8-K, 1995-07-03
LIFE INSURANCE
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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): June 29,1995

                           DIXIE NATIONAL CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


   Mississippi                      0-3296                     64-0440887
- ---------------                   ------------               -------------------
(State or other                   (Commission                (IRS employer
jurisdiction of                   file number)               identification no.)
incorporation)

3760 I-55 North                                                 39211-6323
Post Office Box 22587, Jackson, Mississippi                     39225-2587
- --------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip Code)

              Registrant's telephone number, including area code:
                                 (601) 982-8210

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Item 5. Other Events.

     As previously reported in its March 31, 1995 Form 10-Q Quarterly Report, on
April 20, 1995,  Dixie  National  Corporation  ("Corporation")  entered into the
"Second Amended and Restated UMS  Agreement",  amending and restating an earlier
agreement with Universal  Management  Services,  a Nevada  corporation  ("UMS").
Under the  provisions  of the Second  Restated  and Amended UMS  Agreement,  the
Corporation  expected to acquire a 16% interest in Phoenix  Medical  Management,
Inc. ("PMM"), an Arizona corporation, for 2,000,000 shares of the Coprporation's
Common Stock and to issue an additional  100,000  shares of its Common Stock for
an option to acquire the  remaining  84% of PMM. On June 29,  1995,  Corporation
issued 2,100,000 shares of its Common Stock to complete these transactions.

     PMM was formed in November 1993 to engage in the ownership and operation of
health care  facilities  specializing  in pain care. PMM currently  operates one
facility,  in  Phoenix,  Arizona,  which  opened  in  January  1995.  It  was  a
development stage company until it opened its Phoenix facility and, accordingly,
does  not  yet  have  a  meaningful  history  of  operations.  Currently,  it is
finalizing  plans for additional  facilities in Arizona to be opened by June 30,
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 hereunto duly authorized.




                           DIXIE NATIONAL CORPORATION
                                  (REGISTRANT)




                             BY: /s/Robert B. Neal
                                 ROBERT B. NEAL
                                 PRESIDENT

Date:  July 3, 1995


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