SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 February 3, 1997
event reported)
Harbourton Financial Services, L.P.
(Exact name of registrant as specified in its charter)
Delaware 1-9742 52-1573349
(State or other (Commission (IRS Employer Identification
jurisdiction of File Number) No.)
incorporation or
organization)
2530 South Parker Road, Suite 500, 80014
Aurora, Colorado
(Address of principal executive (Zip code)
offices)
Registrant's telephone number, (303) 745-3661
including area code:
Item 5. Other Events
On February 3, 1997, Harbourton Financial Services L.P. (the
"Registrant") announced that it had entered into a letter of
intent to sell its wholesale loan production branch operations to
CrossLand Mortgage Corp., a subsidiary of First Security
Corporation, and that the Board of Directors of the Registrant's
general partner had determined that it was in the best interests
of the Registrant and its Unitholders to sell Registrant's
remaining assets and to liquidate the Registrant. Attached as
Exhibit (1) to this Current Report is a copy of the Registrant's
press release dated February 3, 1997 with respect to the
foregoing, which is incorporated herein in its entirety by
reference.
Item 7. Financial Statements and Exhibits
(a) Financial Statements - not applicable
(b) Pro Forma Financial Information - not applicable
(c) Exhibit
(1) Press Release, dated February 3, 1997
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
HARBOURTON FINANCIAL SERVICES L.P.
By: Harbourton Mortgage Corporation, its
General Partner
Date: February 3, 1997 By: s/ Jack W. Schakett
Jack W. Schakett
Chief Executive Officer
Exhibit 1. Press Release
NEWS & INFORMATION HARBOURTON FINANCIAL SERVICES L.P.
FOR FURTHER INFORMATION CONTACT: Jack Schakett or Rick Skogg
(303) 745-3661
FOR RELEASE: IMMEDIATELY
1997 News Release No. 1
HARBOURTON FINANCIAL SERVICES L.P. TO SELL WHOLESALE PRODUCTION
OPERATIONS TO CROSSLAND MORTGAGE CORP.; REMAINING ASSETS TO BE SOLD
Aurora, CO: February 3, 1997. Harbourton Financial Services
L.P. (Harbourton) (NYSE: HBT) announced today that its
subsidiary, Harbourton Mortgage Co., L.P. (Harbourton Mortgage),
had entered into a letter of intent to sell its wholesale loan
production branch operations to CrossLand Mortgage Corp., a
subsidiary of First Security Corporation, for approximately
$4,000,000 in cash. In addition, under the letter of intent
Harbourton Mortgage will receive an earn-out payment based on the
aggregate principal amount of loans generated from the
transferred facilities during the thirteen months following the
closing which exceed an agreed amount. If CrossLand maintains
the same volume of loan originations as Harbourton Mortgage
experienced in 1996, this earn-out payment would total
approximately $3,250,000. The proposed purchase will not include
the mortgage loan pipeline being processed by Harbourton Mortgage
at the time of the sale. Pursuant to the letter of intent, these
excluded loans will be processed and closed for Harbourton
Mortgage's account by CrossLand pursuant to an administrative
services agreement between the parties.
The transactions summarized in the letter of intent are subject
to the negotiation and execution of mutually satisfactory
definitive documentation, the receipt of certain regulatory
consents and the satisfaction of other customary terms and
conditions. Harbourton anticipates that the transactions
contemplated by the letter of intent will be consummated during
the first quarter of 1997.
In connection with its consideration of the proposed transactions
with CrossLand, the Board of Directors of Harbourton's general
partner has been considering strategic alternatives for
Harbourton, which is a publicly traded master limited
partnership. Under existing law, unless Harbourton fundamentally
changes its legal structure or the nature of its business
activities, it will become taxable as a corporation after
December 31, 1997, at which time its income will be subject to
tax at the partnership level while holders of its publicly traded
units would be subject to a second layer of tax on any
distributions from Harbourton. In view of this deadline, the
potential sale to CrossLand, and an assessment of Harbourton's
business and the mortgage banking industry, the Board of
Directors of the general partner of Harbourton has determined
that it is in the best interests of Harbourton and its
unitholders to sell Harbourton's remaining assets (including its
servicing portfolio and its Nebraska servicing operation) and to
liquidate Harbourton. The first step in this process is the
proposed sale to CrossLand. A notice describing the proposed
liquidation and the reasons therefor will be mailed to all
unitholders in the near future.
Commenting on the impending liquidation of Harbourton and the
proposed sale, Jack W. Schakett, Chief Executive Officer of
Harbourton's general partner, said "We believe that CrossLand has
made an attractive offer for Harbourton Mortgage's wholesale loan
production branch operations. At the same time, in contemplating
the sale to CrossLand, the consolidation generally occurring in
the mortgage banking industry and the changes in the tax
treatment of Harbourton expected to occur at the end of this
year, our Board has determined that it is in the best interests
of Harbourton and its unitholders to liquidate Harbourton's
assets at this time. We believe that we will be able to effect
the orderly disposition of Harbourton's remaining assets by the
end of the year."
Harbourton, through its mortgage banking subsidiary, Harbourton
Mortgage Co., L.P. is primarily engaged in the origination and
servicing of mortgage loans, and investing in other mortgage
assets. Headquartered in Aurora, Colorado, as of December 31,
1996 Harbourton operated approximately 35 production branch
offices in 12 states and serviced over $3 billion of mortgage
loans
For further information, please contact Jack W. Schakett, Chief
Executive Officer, or Rick Skogg, President and Chief Operating
Officer, at (303) 745-3661.
###
