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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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MAY 19, 1998
Date of report (Date of earliest event reported)
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Commission File Number: 0-18108
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FINET HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or jurisdiction of
incorporation or organization)
3021 CITRUS CIRCLE, SUITE 150
WALNUT CREEK, CA 94598
(Address of principal executive office)
94-3115180
(IRS Employer Identification Number)
Telephone Number: (510) 988-6550
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
As previously reported, on March 13, 1998, the Registrant entered into a
Letter of Intent with MICAL Mortgage, Inc. ("MICAL"), a California
corporation, for the purpose of the Registrant acquiring the issued and
outstanding stock of MICAL, a mortgage banking firm operating in 18 states and
specializing in FHA and VA lending. Three individuals, John E. Railey, Harve
L. Lubin and Joseph E. Gistaro, were the shareholders of MICAL.
On May 19, 1998, the Registrant acquired 100% of the issued and outstanding
stock of MICAL from its shareholders for a consideration of 552,430 shares of
the Registrant's common stock, of which 120,460 shares are reserved for
potential adjustment for certain currently undeterminable contingencies.
The purchase price and terms of this acquisition were arrived at only after
arms-length negotiations between the principals of the Registrant and MICAL.
The underlying principles used in determining the consideration for the
acquisition involved and unscientific analysis of past performance, the
existing value of MICAL and the future potential of the combined entity. The
Registrant also entered into employment agreements with each of the
shareholders of MICAL.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Financial Statements: MICAL is currently completing an audit of its operations
for the fiscal year ended December 31, 1997 and it is therefore impractical at
this time to provide the required financial statements for the business
acquired. None of the required financial statements are available at this
time, and none are submitted with this filing. The Registrant intends to file
the required financial statements under cover of Form 8 when available, but
not later than July 18, 1998.
Pro Forma Financial Information: It is likewise impractical at this time to
submit the required pro forma financial information and none is submitted
herewith. The Registrant intends to file the required pro forma financial
information under cover of Form 8 on or before July 18, 1998.
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, THEREUNTO DULY AUTHORIZED.
FINET HOLDINGS CORPORATION
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Date: May 27, 1998 /s/ L. DANIEL RAWITCH
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L. DANIEL RAWITCH
(CEO AND PRINCIPAL EXECUTIVE OFFICER)
Date: May 27, 1998 /s/ GEORGE P. WINKEL
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GEORGE P. WINKEL
(PRINCIPAL FINANCIAL OFFICER)
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