NATIONAL AFFILIATED CORP
8-K, 2000-01-13
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):  DECEMBER 1, 1999


                                 LIFE ONE, INC.
             (Exact name of registrant as specified in its charter)


         LOUISIANA                         0-13538                72-0947819
(State or other jurisdiction of          (Commission           (I.R.S. Employer
incorporation)                           File Number)        Identification No.)


7212 OLD STAGE ROAD, N. BETHESDA, MARYLAND                         20852
(Address of principal executive offices)                         (Zip Code)


Registrant's telephone number, including area code:  (410) 454-6830


                         NATIONAL AFFILIATED CORPORATION
          (Former name or former address, if changed since last report)
<PAGE>
ITEM 3.  BANKRUPTCY OR RECEIVERSHIP.

         On December 1, 1999, Life One, Inc., formerly National Affiliated
Corporation, a Louisiana corporation (the "Company"), filed a voluntary
bankruptcy petition under Chapter 11 of Title 11 of the United States Code in
the United States Bankruptcy Court for the District of Maryland (Case No.
99-23950). Under Title 11 of the Bankruptcy Code, a debtor's estate may be
reorganized or liquidated for the benefit of its creditors and equity holders.
Attempts at collection of prepetition claims against the debtor are stayed
during the case.

         On December 2, 1999, the United States Bankruptcy Court for the
District of Maryland issued its order directing the appointment of a Chapter 11
trustee for the Company. On December 3, 1999, the Office of the United States
Trustee appointed Charles R. Goldstein as Chapter 11 trustee of the Company. Mr.
Goldstein is also the Chapter 11 trustee for the pending bankruptcy of The
Southern Group, Inc., an affiliate of the Company.

ITEM 7.       FINANCIAL STATEMENTS AND EXHIBITS.

         Exhibit 99.1      Press Release




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<PAGE>
                                    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.

                                 LIFE ONE, INC.

Date:  December 3, 1999                     By: /s/  Charles R. Goldstein
                                                -------------------------
                                                Name: Charles R. Goldstein
                                                Title: Chapter 11 Trustee



<PAGE>
                                  EXHIBIT INDEX

Exhibit
- -------

  99.1          Press Release











PRESS RELEASE -- For Immediate Release


                    LIFE ONE, INC. FILES BANKRUPTCY PETITION


         NORTH BETHESDA, MARYLAND - (DECEMBER 3, 1999) - Life One, Inc.,

formerly National Affiliated Corporation, today announced that it had filed for

protection under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy

Court for the District of Maryland. The Company also announced that on December

3, 1999 the Office of the United States Trustee appointed Charles R. Goldstein

as Chapter 11 trustee of the Company pursuant to the order of the United States

Bankruptcy Court for the District of Maryland. Among the matters that Mr.

Goldstein will be investigating are allegations of fraudulent transfers of the

Company's assets and allegations of market manipulation by third parties

involving the Company's common stock. Mr. Goldstein is also the court-appointed

Chapter 11 trustee for the pending bankruptcy case of The Southern Group, Inc.,

an affiliate of Life One.


         Statements made or incorporated in this press release include

forward-looking statements within the meaning of Section 27A of the Securities

Act of 1933 and Section 21E of the Exchange Act. Forward-looking statements

include, without limitation, statements containing the words "anticipates",

"believes", "expects", "intends", "future", and words of similar import which

express management's belief, expectations or intentions regarding the

registrant's future performance or future events or trends. Reliance should not

be placed on forward-looking
<PAGE>
Life One, Inc. Press Release
Page 2

statements because they involve known and unknown risks, uncertainties and other

factors, which may cause actual results, performance or achievements of the

registrant to differ materially from anticipated future results, performance or

achievements expressly or implied by such forward-looking statements. In

addition, the registrant undertakes no obligation to publicly update or revise

any forward-looking statement, whether as a result of new information, future

events or otherwise







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