<PAGE>
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): December 17, 1998
SECURITY NATIONAL FINANCIAL CORPORATION
(Exact name of registrant as specified in this Charter)
Utah 0-9341 87-0345941
-------- ----------------------- ----------------
(State or other jurisdiction (Commission File Number IRS Employer
of incorporation) Identification No.)
5300 South 360 West, Salt Lake City, Utah 84123
- ----------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (801) 264-1060
--------------
Does Not Apply
------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
ITEM 2. Acquisition of Consolidare Enterprises, Inc.
On December 17, 1998, Security National Financial
Corporation (the "Company") completed the acquisition of
Consolidare Enterprises, Inc., a Florida corporation
("Consolidare") pursuant to the terms of the Acquisition
Agreement which the Company entered into on April 17, 1998 with
Consolidare and certain shareholders of Consolidare for the
purchase of all of the outstanding shares of common stock of
Consolidare. Consolidare owns approximately 57.4% of the
outstanding shares of common stock of Southern Security Life
Insurance Company, a Florida corporation ("SSLIC"), and all of
the outstanding shares of stock of Insuradyne Corp., a Florida
corporation ("Insuradyne"). SSLIC is a Florida domiciled
insurance company with total assets of approximately $82.1
million. SSLIC is currently licensed to transact business in 14
states. SSLIC's total revenues for the year ended December 31,
1997 were $11,695,756. SSLIC had a net income of $195,000 for
fiscal 1997.
As consideration for the purchase of the shares of
Consolidare, the Company paid to the stockholders of Consolidare
at closing an aggregate of $12,248,194. In order to pay the
purchase consideration, the Company obtained $6,250,000 from
bank financing, with the balance of $5,998,194 obtained from
funds then currently held by the Company. In addition to the
purchase consideration, the Company to cause SSLIC to pay, on the
closing date, $1,050,000 to George Pihakis, the President and
Chief Executive Officer of SSLIC prior to closing, as a lump sum
settlement of the executive compensation agreement between SSLIC
and Mr. Pihakis.
Following the closing of the Acquisition Agreement,
Consolidare was merged into SSLIC Holding Company, a Utah
corporation and a newly formed wholly-owned subsidiary of
Security National Life Insurance Company pursuant to the terms of
the Agreement and Plan of Merger dated December 17, 1998 between
Consolidare and SSLIC Holding Company, with the result that SSLIC
Holding Company currently owns 57.4% of the outstanding shares of
common stock of SSLIC. The Company intends to continue to
operate SSLIC as a Florida domiciled insurance company.
ITEM 7. Financial Statements.
(a) It is impractical for the Company to provide audited
financial statements of Consolidare at the time this report is
required to be filed. The Company intends to file the required
audited financial statements as soon as practicable but not later
than 60 days after this report must be filed.
(b) The Company intends to file the required pro forma
financial information as soon as practicable but not later than
60 days after this report must be filed.
(b) Exhibits
10.1. Acquisition Agreement among Security National
Financial Corporation, Consolidare Enterprises, Inc. and certain
shareholders of Consolidare (including related exhibits).*
10.2. Agreement and Plan of Merger between
Consolidare Enterprises, Inc. and SSLIC Holding Company.
* Incorporated by reference from Report on Form 8-K,
as filed on May 11, 1998.
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.
SECURITY NATIONAL FINANCIAL CORPORATION
(Registrant)
Date: January 4, 1999 By: /s/ Scott M. Quist
Scott M. Quist
First Vice President,
General Counsel and Treasurer
<PAGE>
Exhibit Index
Current Report on Form 8-K
SECURITY NATIONAL FINANCIAL CORPORATION
Exhibit No.
10.1. Acquisition Agreement among Security National
Financial Corporation, Consolidare Enterprises, Inc. and
certain shareholders of Consolidare (including related
exhibits).*
10.2. Agreement and Plan of Merger between Consolidare
Enterprises, Inc. and SSLIC Holding Company.
* Incorporated by reference from Report on Form 8-K, as
filed on May 11, 1998.
<PAGE>
AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger, dated December ___, 1998, by
and between CONSOLIDARE ENTERPRISES, INC., a Florida corporation
("CEI"), and SSLIC HOLDING COMPANY, a Utah corporation ("SHC",
and together with CEI, the "Constituent Corporations").
RECITALS
WHEREAS, the respective Boards of Directors of the
Constituent Corporations deem it advisable and in the best
interests of each of the Constituent Corporations and their
respective shareholders that a merger of the Constituent
Corporations (the "Merger") be consummated in accordance with the
laws of the States of Utah and Florida, upon the terms and
subject to the conditions set forth in this Agreement and Plan of
Merger, and have, by appropriate resolutions duly authorized,
approved, and adopted this Agreement and Plan of Merger and
directed that it be submitted to their respective shareholders
for adoption.
NOW, THEREFORE, in consideration of the mutual covenants,
agreements and provisions herein contained, the parties agree as
follows:
1. Issued and Outstanding Stock.
(a) As of the date hereof, authorized capital stock
of CEI consists of 5,850,000 shares of Common Stock, par value
$0.25 per share (the "CEI Common Stock"), of which 3,376,596
shares are issued and outstanding.
(b) As of the date hereof, the authorize capital
share of SHC consists of 50,000 shares of Common Stock, par value
$0.0015 per share (the "SHC Common Stock"), of which 10,000
shares are issued and outstanding.
2. Merger. SHC shall be merged with and into CEI,
which shall be the surviving corporation of the Merger under its
present name and which shall continue to be governed by the laws
of the State of Florida. From and after the Effective Time (as
herein defined) of the Merger, the corporate existence of CEI,
with all its rights, privileges, and immunities, shall continue
unaffected and unimpaired by the Merger. The corporate existence
of SHC, with all its rights, privileges, and immunities, shall be
merged into CEI and CEI shall, as the surviving corporation, be
fully vested therewith in accordance with the applicable law of
the States of Utah and Florida. The separate existence and
corporate organization of SHC shall cease upon the Effective Time
of the Merger.
No liability or obligation due or to become due, claim, or
demand for any cause existing against the Constituent
Corporations, or any shareholder, officer, or director thereof,
shall be released or impaired by the Merger. No action or
proceeding, whether civil or criminal, then pending by or against
the Constituent Corporations, or any shareholder, officer, or
director thereof, shall abate or be discontinued by the Merger,
but may be enforced, prosecuted, settled, or comprised as if the
Merger had not occurred, or CEI, as the surviving corporation,
may be substituted in such action or special proceeding in place
of SHC.
3. Effective Time. The Merger shall become effective
(the "Effective Time") at the subsequent time specified in the
Articles of Merger filed with the Department of State of the
State of Florida or, if no time subsequent to such filing is
specified therein, upon the later of the time (i) at which
Articles of Merger are filed with the Division of Corporations
and Commercial Code of the State of Utah and (ii) at which
Articles of Merger are filed with the Department of State of the
State of Florida.
4. Certificate of Incorporation and By-Laws. The
Articles of Incorporation of CEI as in effect immediately prior
to the Effective Time shall thereafter continue to be CEI's
Articles of Incorporation until amended as provided by law, and
the bylaws of CEI as in effect immediately prior to the Effective
Time shall thereafter continue to be CEI's bylaws until amended
as provided in such bylaws or by law.
5. Conversion of Shares. At the Effective Time:
(a) The holders of shares of CEI Common Stock then issued
and outstanding (other than such shares owned by SHC, held in the
treasury of CEI, or owned by persons who have perfected their
rights as dissenting shareholders under Section 607.1301 et seq.
of the Florida Statutes (the "Appraisal Statute") and the
Converting Debentureholders, as defined in the Acquisition
Agreement, dated as of April 24, 1998, by and among Security
National Financial Corporation ("SNFC"), CEI and certain
Shareholders of CEI who have executed Annex I thereto (the
"Acquisition Agreement") shall, by virtue of the Merger, be
entitled to receive, and as soon as practicable after the
Effective Time upon surrender of a certificate or certificates
representing such shares of CEI Common Stock held by such holders
and CEI Convertible Debentures held by such Converting
Debentureholders to the Disbursing Agent to be appointed by SNFC
pursuant to the Acquisition Agreement, shall be paid the amounts
set forth in Section 2.2 of the Acquisition Agreement at the
times provided therein, without interest thereon (except as
provided therein), and all such shares and such Convertible
Debentures, by virtue of the Merger and without any action on the
part of the holders thereof, shall no longer be outstanding and
shall be canceled, and each certificate representing such shares
and each such debenture shall thereafter and until so surrendered
be deemed to represent for all corporate purposes only the right
to receive the cash amount set forth in such Section 2.2. The
payment is to be made to a person other than the registered
holder of the certificate or debenture surrendered, it shall be
a condition of such payment that the certificate or debenture so
surrendered shall be properly endorsed or otherwise in proper
form for transfer, and that the person requesting such payment
shall pay any transfer or other taxes required by the payment to
a person other than the registered holder of the certificate or
debenture surrendered or establish to the satisfaction of the
Disbursing Agent that such tax has been paid or is not
applicable.
(b) Each share of the SHC issued Common Stock at the
Effective Time shall, by virtue of the Merger and without any
action on the part of SHC or CEI, be converted into one share of
common stock of CEI.
6. Appraisal Rights. If any holder of shares of CEI
Common Stock shall properly perfect such holder's appraisal
rights in accordance with the Appraisal Statute (any such
shareholder being hereinafter called a "Dissenting Shareholder"),
then such Dissenting Shareholder shall receive such payment from
CEI (but only after the value of such shares shall have been
agreed upon or finally determined pursuant to the provisions of
the Appraisal Statute). Anything contained in this Section 7 to
the contrary notwithstanding, if a Dissenting Shareholder shall
have failed to perfect or shall have lost his right of appraisal,
such Dissenting Shareholder shall have failed to perfect or shall
have lost his right of appraisal, such Dissenting Shareholder
shall be entitled to be paid the amount to which such Dissenting
Shareholder would have been entitled under this Agreement had
such shareholder not perfected such rights.
7. Effects of Merger. At the Effective Time, all the
rights, privileges, immunities, powers, and purposes and all the
property, real and personal, including subscriptions for shares,
causes of action, and every other asset of SHC shall be vested in
CEI, as the surviving corporation, without further act or deed.
CEI, as the surviving corporation, shall assume and be liable for
all the liabilities and obligations of the Constituent
Corporations.
8. Instructions for Surrender of Certificates. Promptly
after the Effective Time, there shall be mailed to each holder of
record of an outstanding certificate which prior thereto
represented shares of CEI Common Stock and to each Converting
Debentureholder a form of letter of transmittal and/or
instructions for use in effecting the surrender of such
certificate or debenture for payment therefor as provided in
Section 5(a) of this Agreement and Plan of Merger.
9. Further Actions. From time to time, as and when
requested by CEI, as the surviving corporation, or by its
successors or assigns, the proper directors and officers of the
Constituent Corporations last in office shall execute and deliver
or cause to be executed and delivered all such other instruments,
and shall take or cause to be taken all such further or other
actions, as CEI, a the surviving corporation, or its successors
or assigns, may deem necessary or desirable in order to vet in
and confirm to CEI, as the surviving corporation and its
successors and assigns, title to and possession of all the
rights, privileges, immunities, powers, and purposes of SHC, and
all property, real and personal, of SHC, and otherwise to carry
out the intent and purposes of this Agreement and Plan of Merger.
10. Amendments. Subject to applicable law, at any time
before or after approval and adoption by the shareholders of CEI
prior to the Effective Time, this Agreement and Plan of Merger
may be amended or supplemented by additional agreements,
articles, or certificates as may be determined in the judgment of
the respective boards of directors of CEI and SHC to be
necessary, desirable, or expedient to further the purposes of
this Agreement and Plan of Merger, to clarify the intention of
the parties hereto, to add to or to modify the covenants, terms,
or conditions contained herein or to effectuate or to facilitate
any governmental approval of the Merger or this Agreement and
Plan of Merger, or otherwise to effectuate or facilitate the
consummation of the transactions contemplated hereby.
IN WITNESS WHEREOF, each of the parties has caused this
Agreement and Plan of Merger to be signed by its duly authorized
officer, all as of the date first above written.
CONSOLIDARE ENTERPRISES, INC.
By:_____________________________________
SSLIC HOLDING COMPANY
By:_____________________________________
