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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): January 4, 1996
Lomas Financial Corporation
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(Exact name of registrant as specified in its charter)
Delaware 1-6868 75-1043392
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
1600 Viceroy Drive, Dallas, Texas 75235
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 879-4000
None
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(Former name or former address, if changed since last report)
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Lomas Financial Corporation
Form 8-K
Item 5. Other Events.
Pursuant to General Instruction F to Form 8-K, the Registrant hereby
incorporates by reference the press releases attached as Exhibit 1 and Exhibit
2 hereto.
Item 7. Financial Statements and Exhibits.
(a) None.
(b) None.
(c) Exhibits.
99.1 Press Release of Lomas Financial Corporation dated
January 5, 1996.
99.2 Press Release of Lomas Financial Corporation dated
January 12, 1996.
2
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
LOMAS FINANCIAL CORPORATION
(Registrant)
By: /S/GARY WHITE
--------------------------------
Gary White
Senior Vice President and
Chief Financial Officer
Date: January 12, 1996
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
- ----------- ----------- --------
<S> <C> <C>
99.1 Press Release of Lomas Financial 5
Corporation dated January 5, 1996
99.2 Press Release of Lomas Financial 7
Corporation dated January 12, 1996
</TABLE>
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Exhibit 99.1
NEWS RELEASE
SITRICK AND COMPANY INC.
LOS ANGELES/NEW YORK
CONTACT: SITRICK AND COMPANY, INC.
RICHARD WOOL
(212) 755-2850
ANN JULSEN
(310) 788-2850
FOR IMMEDIATE RELEASE
LOMAS FINANCIAL CORPORATION ANNOUNCES NEW SALE AGREEMENT WITH
FIRST NATIONWIDE FOR REMAINING SERVICING ASSETS OF LOMAS MORTGAGE USA
DALLAS, TX -- JANUARY 5, 1996 -- Lomas Financial Corporation today
announced that it has asked the United States Bankruptcy Court for the District
of Delaware to grant approval of an amended asset sale agreement between Lomas
Mortgage USA, Inc. (LMUSA) and First Nationwide Mortgage Corporation, a
subsidiary of First Nationwide Bank. The amended transaction increases the
purchase price by $7,750,000 over the price announced on October 10, 1995 and
provides that LMUSA retains its insurance agencies, which were to have been
sold to First Nationwide under the original agreement.
A hearing is scheduled for January 11 in Wilmington, DE to consider
the motion. Subject to court approval, the closing date of the transaction is
scheduled for January 31, 1996.
Further, First Nationwide will purchase LMUSA's accounts receivable
at their face amount, subject to offsets based on actual collection experience,
rather than buying them net of reserves of approximately $20,500,000.
The amended purchase agreement contains revised provisions for price
adjustments. With certain limited exceptions, downward adjustments to the base
purchase price to reflect principal reductions in the servicing portfolio
between July 31, 1995 and the new January 31, 1996 closing date and the run-off
in the servicing portfolio in the 60-day period following such closing date
will be made equal to .95% of the corresponding reductions in principal balance
rather than the 1.10% of such amounts provided in the earlier agreement.
444 MADISON AVENUE, SUITE 409
NEW YORK, NY 10022-6999
(212) 755-2850 FAX: (212) 755-2855
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The new transaction also contains a new indemnification cap (i.e.,
the maximum amount to be withheld from the final installment of the purchase
price). Previously 15% of the Adjusted Final Purchase Price, the new cap will
be (i) $20,500,000 (the former indemnification "basket" utilized when the
accounts receivable were to be purchased "net") plus (ii) the greater of $16
million or 12% of the Adjusted Base Price.
Lomas Financial Corporation and Lomas Mortgage USA, Inc. filed for
protection under Chapter 11 of the United States Bankruptcy Code on October 10,
1995.
# # #
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Exhibit 99.2
NEWS RELEASE
SITRICK AND COMPANY INC.
LOS ANGELES/NEW YORK
CONTACT: SITRICK AND COMPANY, INC.
RICHARD WOOL
(212) 755-2850
ANN JULSEN
(310) 788-2850
FOR IMMEDIATE RELEASE
U.S. BANKRUPTCY COURT APPROVES SALE OF REMAINING SERVICING
ASSETS OF LOMAS MORTGAGE USA TO FIRST NATIONWIDE
DALLAS, TX -- JANUARY 12, 1996 -- Lomas Financial Corporation today
announced that Judge Peter J. Walsh of the United States Bankruptcy Court for
the District of Delaware has approved the amended sale of the remaining
mortgage servicing assets of Lomas Mortgage USA, Inc. to First Nationwide
Mortgage Corporation, a subsidiary of First Nationwide Bank.
The closing date of the transaction is scheduled for January 31, 1996.
Lomas Financial Corporation and Lomas Mortgage USA, Inc. filed for
protection under Chapter 11 of the United States Bankruptcy Code on October 10,
1995.
# # #
444 MADISON AVENUE, SUITE 409
NEW YORK, NY 10022-6999
(212) 755-2850 FAX: (212) 755-2855
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