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): July 17, 1998
EQUIVEST FINANCE, INC.
(Exact name of registrant as specified in its charter)
Florida 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 July 17, 1998, Equivest Finance, Inc. issued a press release (which
is attached hereto as an Exhibit) announcing that it had entered into a merger
agreement pursuant to which Eastern Resorts Corporation would become a
subsidiary of Equivest Finance, Inc.
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.
(c) Exhibits.
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Item 601(a)
of Regulation S-K
Exhibit No. Description
- ----------- -----------
99 Press Release announcing the signing of the Merger
Agreement between Equivest Finance, Inc. and Eastern
Resorts Corporation, dated July 17, 1998.
Item 8. Change in Fiscal Year
Not Applicable.
Item 9. Sales of Equity Securities Pursuant to Regulation S
Not Applicable.
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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: July 22, 1998 By /s/Richard C. Breeden
-------------------------------------------
Name: Richard C. Breeden
Title: Chairman and Chief Executive Officer
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
99 Press Release announcing the signing of the Merger
Agreement between Equivest Finance, Inc. and Eastern
Resorts Corporation, dated July 17, 1998.
Equivest Finance, Inc. Announces Agreement To
Acquire Eastern Resorts Corporation
Greenwich, Connecticut, July 17, 1998. Equivest Finance, Inc. (Nasdaq:
EQUI) today announced the execution of a definitive merger agreement pursuant to
which Eastern Resorts Corporation will become a wholly owned subsidiary of
Equivest. Upon completion of the Merger, all of the outstanding common stock of
Eastern Resorts will be exchanged for $15,000,000 in cash and 3,200,000 shares
of Equivest common stock.
Consummation of the merger is not subject to Hart-Scott-Rodino
clearance or shareholder approval but is subject to other customary conditions.
Equivest and Eastern Resorts currently expect to complete the merger by the end
of August, 1998. Equivest has arranged short term bridge financing of the cash
portion of the acquisition through an affiliate of its financial advisor, which
will receive 180,000 warrants at $8.00 as part of is consideration.
Through its wholly owned subsidiary, Resort Funding, Inc. in Syracuse,
New York, Equivest finances the development of destination resorts in the
timeshare industry, as well as vacation ownership intervals purchased by
consumers. At March 31, 1998 Equivest had total assets of approximately $137
million. For the three months then ended Equivest had revenues of approximately
$5.1 million and net income of approximately $1.3 million.
Eastern Resorts, through its wholly owned subsidiary, Eastern Resorts
LLC, headquartered in Newport, Rhode Island, is believed to be the largest
developer of timeshare resorts in New England. Eastern Resorts operates several
projects in Newport, Rhode Island, as well as its current developments in
Newport and at Jiminy Peak in Massachusetts. As of May 31, 1998, privately held
Eastern Resorts had assets of approximately $29 million, and for the five months
then ended it had revenue of approximately $9.5 million and net income of
approximately $1.2 million.
Richard C. Breeden, Chairman and Chief Executive Officer of Equivest,
said "We are delighted with the agreement to join forces with Eastern Resorts
and its highly quality management team, led by its CEO R. Perry Harris. For
nearly 20 years, Eastern Resorts has been a developer of high quality vacation
resorts, and has built an extremely talented group of employees. We believe this
transaction will create exciting new prospects for the future of both
companies." If the proposed merger is consummated, Equivest expects to maintain
Eastern Resorts' headquarters in Newport, Rhode Island. Mr. Harris will join the
board of directors of Equivest and serve as Chief Executive Officer of Eastern
Resorts under a long-term employment agreement.
R. Perry Harris, Chairman and Chief Executive Officer of Eastern
Resorts, said: "This merger will allow Eastern Resorts to continue its expansion
plans with strong corporate backing. Eastern Resorts has had a close
relationship with Resort Funding for many years and we expect
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the transition under the Equivest corporate structure to be smooth, with
substantial opportunities for the combined companies."
Credit Suisse First Boston has acted as exclusive financial adviser to
Equivest in connection with its acquisition of Eastern Resorts. Salomon Smith
Barney has acted as exclusive financial adviser to Eastern Resorts.
NOTE TO INVESTORS: Certain statements (including without limitation the
statements concerning the merger and the operation of the combined companies
after the consummation of the merger) contained in this press release are
forward-looking. These may be identified by the use of forward-looking words or
phrases such as "believe," "expect," "anticipate," "should," "planned,"
"estimated," and "potential." These forward-looking statements are based on
Equivest's current expectations. The Private Securities Litigation Reform Act of
1995 provides a "safe harbor" for such forward-looking statements. In order to
comply with the terms of the safe harbor, Equivest notes that a variety of
factors could cause actual results and experience to differ materially from the
anticipated results or other expectations expressed in such forward-looking
statements. Factors affecting the plans and potential results and operations of
Equivest and Eastern as combined companies, as well as the risks and
uncertainties that may affect the operations, performance, development, and
results of Equivest's and Eastern's businesses, include the ability of the two
companies to successfully integrate their operations, a downturn in the real
estate cycle or other factors which result in lower sales of vacation ownership
interests, possible financial difficulties of one or more of the developers with
whom Equivest does business, including the risk of carrying non-performing
assets or losses if defaulted loans prove to have insufficient collateral
backing, fluctuations in interest rates, prepayments by consumers of
indebtedness, prepayments by developers, inability of developers to honor
replacement obligations for defaulted consumer notes, and competition from
organizations with greater financial resources.
Contact: Ben Cesare of Cohn & Wolfe (212) 598-3651
