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 3, 1998
EQUIVEST FINANCE, INC.
(Exact name of registrant as specified in its charter)
Delaware 333-29015 59-2346270
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
2 CLINTON SQUARE
SYRACUSE, NEW YORK 10281
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (315) 422-9088
INFORMATION TO BE INCLUDED IN REPORT
Item 1. Changes in Control of Registrant
Not applicable.
Item 2. Acquisition or Disposition of Assets
Not applicable.
Item 3. Bankruptcy or Receivership
Not applicable.
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Item 4. Changes in Registrant's Certifying Accountant
Not applicable.
Item 5. Other Events
On December 4, 1998, pursuant to an agreement and plan of
merger dated December 3, 1998, Equivest Finance, Inc.
("Equivest"), a Florida corporation, completed a merger with and
into Equivest Reincorporation, Inc. (the "Delaware Subsidiary"),
a Delaware corporation and a wholly owned subsidiary of Equivest
(the "Merger").
Pursuant to the terms of the Merger, the Delaware
Subsidiary was the surviving corporation (the "Surviving
Corporation") in the Merger and, upon consummation of the Merger,
was renamed "Equivest Finance, Inc." The sole purpose of the
Merger was to change the state of incorporation of Equivest from
Florida to Delaware.
As a result of the Merger, each issued and outstanding
share of the common stock of Equivest, par value $.05 per
share, was converted into one fully paid and non-assessable
issued and outstanding share of the Surviving Corporation, par
value $.01 per share. As the common stock of Equivest was
registered under Section 12(g) of the Securities Exchange Act of
1934 (the "Exchange Act") prior to the Merger, upon the
consummation of the Merger, the common stock of the Surviving
Corporation was automatically deemed registered under Section
12(g) of the Exchange Act, pursuant to Rule 12g-3(a) of the
Exchange Act.
Item 6. Resignation of Registrant's Directors
Not applicable.
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
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(c) Exhibits.
The following exhibits are being filed herewith:
Exhibit No. Exhibit
10.1 Agreement and Plan of Merger dated
as of December 3, 1998 between
Equivest Finance, Inc. and
Equivest Reincorporation, Inc.
Item 8. Change in Fiscal Year
Not applicable.
Item 9. Sales of Equity Securities Pursuant to Regulation S
Not applicable.
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.
EQUIVEST FINANCE, INC.
Date: December 14, 1998 By: /s/ Richard C. Breeden
---------------------------
Name: Richard C. Breeden
Title: Chairman and Chief Executive Officer
INDEX TO EXHIBITS
Exhibit No: Exhibit
10.1 Agreement and Plan of Merger dated as of December 3, 1998
between Equivest Finance, Inc. and Equivest Reincorporation, Inc.
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Exhibit 10.1
AGREEMENT AND PLAN OF MERGER
OF
EQUIVEST FINANCE, INC.
AND
EQUIVEST REINCORPORATION, INC.
AGREEMENT AND PLAN OF MERGER, dated as of December 3, 1998,
between Equivest Finance, Inc., a Florida corporation (the "Corporation") and
Equivest Reincorporation, Inc., a Delaware corporation (the "Delaware
Subsidiary") and a wholly owned subsidiary of the Corporation.
WHEREAS, the Board of Directors of the Corporation has determined
that it is advisable that the Corporation be merged with and into the Delaware
Subsidiary (the "Merger"), on the terms and subject to the conditions contained
herein and in accordance with the Florida Business Corporation Act ("FBCA") and
in accordance with the Delaware General Corporation Law ("DGCL");
WHEREAS, the Corporation has authorized (i) 50,000,000 shares of
common stock, par value $.05 per share, of which 25,198,368 shares have been
duly issued and are now outstanding and (ii) 1,000,000 shares of preferred
stock, par value $3.00 per share that includes 15,000 shares being currently
authorized and designated as Series 2 Class A Preferred Stock, of which 10,000
shares have been duly issued and are now outstanding;
WHEREAS, solely in order to effectuate the Merger, the
Corporation acquired all of the outstanding capital stock of the Delaware
Subsidiary; and
WHEREAS, the Board of Directors of the Corporation has adopted
and approved this Agreement and Plan of Merger by resolution;
NOW, THEREFORE, in consideration of the mutual agreements
contained herein, and in order to set forth the terms and conditions of the
Merger and the mode of carrying the same into effect, the Corporation and the
Delaware Subsidiary hereby agree as follows:
1. The Merger. At the Effective Time (as defined in Section 2), the
Corporation shall be merged with and into the Delaware Subsidiary, the
separate corporate existence of the Corporation shall cease, and the
Delaware Subsidiary shall continue as the surviving corporation
(hereinafter sometimes referred to as the "Surviving Corporation"), and
the
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Surviving Corporation, without further action, shall possess all the
rights, privileges, powers and franchises, public and private and all of
the property, real, personal, and mixed, of both the Corporation and the
Delaware Subsidiary and shall be subject to all the debts, liabilities,
obligations, restrictions, disabilities and duties of both the
Corporation and the Delaware Subsidiary.
2. Effective Time of the Merger. The Merger shall become effective
immediately upon the later of the filing of an Articles of Merger with
the Secretary of State of the State of Florida and the filing of a
Certificate of Ownership and Merger with the Secretary of State of the
State of Delaware (the time of such later filing being the "Effective
Time").
3. Certificate of Incorporation and By-laws. The Certificate of
Incorporation and By-laws of the Delaware Subsidiary, as in effect
immediately prior to the Effective Time, shall become the Certificate of
Incorporation and By-laws of the Surviving Corporation, except that
Article I of the Certificate of Incorporation shall be amended to read
as follows:
"ARTICLE I.
Name of Company
The name of this corporation shall be EQUIVEST FINANCE, INC. (the
"Corporation")."
4. Directors and Officers. The directors of the Corporation immediately
prior to the Effective Time shall be the initial directors of the
Surviving Corporation, each to hold office in accordance with the
Certificate of Incorporation and By-laws of the Surviving Corporation,
and the executive officers of Corporation immediately prior to the
Effective Time shall be the initial executive officers of the Surviving
Corporation, in each case until their respective successors are duly
elected or appointed and qualified.
5. Further Assurance of Title. If at any time the Surviving Corporation
shall consider or be advised that any acknowledgments or assurances in
law or other similar actions are necessary or desirable in order to
acknowledge or confirm in and to the Surviving Corporation any right,
title, or interest of the Corporation held immediately prior to the
Effective Time, the Corporation and its authorized executive officers
and directors shall and will execute and deliver all such
acknowledgments or assurances in law and do all things necessary or
proper to acknowledge or confirm such right, title, or interest in the
Surviving Corporation as shall be necessary to carry out the purposes of
this Agreement and Plan of Merger, and the Surviving Corporation and the
authorized executive officers and directors thereof are fully authorized
to take any and all such action in the name of the Corporation or
otherwise.
6. Conversion of Shares. At the Effective Time, each issued and outstanding
share of common stock of the Delaware Subsidiary, par value $.01 per
share, shall be canceled and each issued and outstanding share of the
common stock of the Corporation, par value $.05 per share,
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shall, without any action on the part of the Corporation or the Delaware
Subsidiary, be deemed converted into one (1) fully paid and
non-assessable issued and outstanding share of common stock of the
Surviving Corporation, par value $.01 per share. Additionally, each
issued and outstanding share of the preferred stock of the Delaware
Subsidiary, par value $3.00 per share, shall be canceled and each issued
and outstanding share of the preferred stock of the Corporation, par
value $3.00 per share, shall, without any action on the part of the
Corporation or the Delaware Subsidiary, be deemed converted into one (1)
fully paid and non-assessable issued and outstanding share of preferred
stock of the Surviving Corporation, par value $3.00 per share.
7. Service of Process on the Surviving Corporation. The Surviving
Corporation agrees that:
(a) it may be served with process in the State of Florida in any prior
proceeding for the enforcement of any obligation of any corporation
organized under the laws of the State of Florida or any foreign
corporation, previously amenable to suit in Florida, which is a party to
the Merger.
(b) the Secretary of State of the State of Florida shall be and hereby
is irrevocably appointed as the agent to accept service of process in
any such proceeding and the post office address to which the service of
process in any such proceeding shall be mailed is Equivest Finance,
Inc., 2 Clinton Square, Syracuse, New York 13202.
8. Termination. This Agreement and Plan of Merger may be terminated and
abandoned by action of the directors of the Corporation or the Delaware
Subsidiary at any time prior to the Effective Time, whether before or
after approval by the shareholders of the parties hereto.
9. Plan of Reorganization. The Corporation and the Delaware Subsidiary
intend that the Merger constitute a "reorganization" within the meaning
of Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as
amended. This Agreement and Plan of Merger constitutes a plan of
reorganization to be carried out in the manner, on the terms and subject
to the conditions herein set forth.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement
and Plan of Merger to be executed as of the date first above written by the
respective executive officers thereunto duly authorized.
EQUIVEST FINANCE, INC.,
a Florida Corporation
By: /s/ Richard C. Breeden
---------------------------
Name: Richard C. Breeden
Title: Chairman and Chief Executive Officer
EQUIVEST REINCORPORATION, INC.,
a Delaware Corporation
By: /s/ Richard C. Breeden
---------------------------
Name: Richard C. Breeden
Title: Chairman and Chief Executive Officer
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