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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
DATE OF REPORT: (DATE OF EARLIEST EVENT REPORTED): JUNE 3, 1998
NAB ASSET CORPORATION
(Exact name of registrant as specified in its charter)
TEXAS 0-19391 76-0332956
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
2 Ada, Suite 100
Irvine, California 92618
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
714/790-8000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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Item 2. Acquisition or Disposition of Assets
On June 3, 1998 the following transactions (which were reported in the
Registrant's Form 8-K dated March 2,1998, which this filing amends) were
rescinded (effective March 2,1998) by agreement of the parties to such
transactions:
1. The Registrant's purchase on March 2, 1998 of all the outstanding
shares of the capital stock of Stanwich Holdings, Inc. ("Holdings"), a holding
company which in turn owns all the outstanding shares of the capital stock of
Stanwich Financial Services, Corp. ("SFSC").
2. The termination of an option (the "CPS Option") held by Consumer
Portfolio Services, Inc. ("CPS") to purchase the Holdings Shares.
As a result of such rescission, (i) ownership of the Holdings shares (and
derivatively, the SFSC shares) has reverted to the former owners of such shares,
who are Charles E. Bradley ("Bradley, Sr."), Charles E. Bradley, Jr. ("Bradley,
Jr."), John G. Poole ("Poole") and Scott A. Junkin ("Junkin"), and (ii) the CPS
Option has been reinstated. Bradley, Sr. is the Chairman of the Board of CPS
and the Registrant. Bradley, Jr. is the president and a director of CPS and a
director of the Registrant. Poole is a director of CPS. CPS owns 38% of the
outstanding shares of the Registrant's common stock.
In connection with the rescission, all of the promissory notes issued by
the Registrant to purchase the Holdings shares and to terminate the CPS Option
have been cancelled, and the cash consideration ($750) given by the Registrant
has been repaid to the Registrant. The Registrant had made no principal or
interest payments under such promissory notes.
The parties agreed to the rescission after it was determined that certain
expected economic and tax benefits from the acquisition and ownership of the
Holdings shares would not be available to the Registrant.
Item 7. Financial Statements and Exhibits
(a) and (b). Not applicable
(c) Exhibits. The only Exhibit to this filing is the following which is
incorporated herein by reference:
10.23 Rescission Agreement dated June 3, 1998 (but effective as of
March 2, 1998) among the Registrant, Consumer Portfolio Services,
Inc., Charles E. Bradley, Charles E. Bradley, Jr., John G. Poole and
Scott A. Junkin.
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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 thereunto duly authorized.
NAB ASSET CORPORATION
Dated June 3, 1998 By:/s/Alan Ferree
Alan Ferree, Chief Financial Officer
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Exhibit 10.23
RESCISSION AGREEMENT
This Agreement date as of June 3, 1998 is among NAB Asset Corporation
("NAB"), Consumer Portfolio Services, Inc. ("CPS") and the following individuals
(collectively, the "Sellers"): Charles E. Bradley ("Bradley, Sr."), Charles E.
Bradley, Jr. ("Bradley, Jr."), John G. Poole ("Poole") and Scott A. Junkin
("Junkin").
WHEREAS, the Sellers (other than Junkin) and NAB are parties to a Stock
Purchase Agreement dated February 24, 1998 (the "Purchase Agreement"); and
WHEREAS, pursuant to the Purchase Agreement, on March 2, 1998 NAB purchased
from the Sellers the following shares of the common stock of Stanwich Holdings,
Inc. ("Holdings"):
<TABLE>
<CAPTION>
Seller No. of Shares
------ -------------
<S> <C>
Bradley, Sr. 4,250
Bradley, Jr. 4,250
Poole 750
-----
Total 9,250
</TABLE>
; and
WHEREAS, as purchase price for such shares, NAB issued to such Sellers its
promissory notes dated March 2, 1998 in the following principal amounts
(collectively, the "Seller Notes"):
<TABLE>
<CAPTION>
Seller Principal Amount
------ ----------------
<S> <C>
Bradley, Sr. $1,456,103
Bradley, Jr. $1,456,103
Poole $ 256,959
</TABLE>
; and
WHEREAS, on March 2, 1998 NAB purchased 750 shares of Holdings common stock
from Junkin for a purchase price of $750 in cash (the "Cash Payment"); and
WHEREAS, the shares purchased from Junkin and the other Sellers, as
described above, constitute all of the outstanding shares of Holdings common
stock and are hereinafter referred to collectively as the "Holdings Shares"; and
WHEREAS on March 2, 1998, NAB, CPS and the Sellers entered into an Option
Termination Agreement (the "Termination Agreement") pursuant to which, on such
date, (1) CPS terminated certain options it held to purchase the Holdings Shares
(the
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"Options") and (2) in consideration thereof, NAB issued its promissory note
dated March 2, 1998 in the principal amount of $530,835 (the "CPS Note") to CPS;
and
WHEREAS, NAB, CPS and the Sellers had expected that NAB would derive
certain economic and tax benefits from its acquisition and ownership of the
Holdings Shares; and
WHEREAS, NAB, CPS and the Sellers have determined since March 2, 1998 that
such economic and tax benefits will not be available to NAB; and
WHEREAS, as a result thereof, the Sellers and CPS have offered to rescind
the transactions described in the foregoing "WHEREAS" clauses of this Agreement,
and NAB has agreed to such rescission.
NOW THEREFORE, in consideration of the premises, the parties hereby agree
as follows:
Section 1. Rescission of Purchase Agreement Transactions
NAB and the Sellers (other than Junkin) hereby agree that (i) NAB's
purchase of 9,250 of the Holdings Shares from such Sellers pursuant to the
Purchase Agreement is hereby rescinded and (ii) the Purchase Agreement is hereby
terminated.
Section 2. Rescission of Transaction with Junkin
NAB and Junkin hereby agree that NAB's purchase of 750 of the Holdings
Shares from him for the Cash Payment is hereby rescinded.
Section 3. Rescission of Termination Agreement Transaction.
NAB, CPS and the Sellers hereby agree (i) the transactions effected
pursuant to the Termination Agreement are hereby rescinded and (ii) the
Termination Agreement is hereby terminated.
Section 4. Actions to Effect Rescission
(a) The Sellers (other than Junkin) have delivered the original of the
Seller Notes to NAB marked "Rescinded".
(b) Junkin has delivered to NAB his $750 check payable to NAB in repayment
of the Cash Payment.
(c) CPS has delivered the original of the CPS Note to NAB marked
"Rescinded."
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(d) NAB has delivered to the Sellers Certificate No. C-5, representing
10,000 Holdings Shares in NAB's name, together with duly executed stock powers
to re-transfer such shares to the Sellers as follows:
<TABLE>
<CAPTION>
Seller No. of Shares
------ -------------
<S> <C>
Bradley, Sr. 4,250
Bradley, Jr. 4,250
Poole 750
Junkin 750
------
Total 10,000
</TABLE>
Section 5. Reinstatement of the Options
CPS and the Sellers hereby agree that the Options (as such term is defined
in the Termination Agreement) are hereby reinstated with the same effect as if
never terminated.
Section 6. Miscellaneous
This Agreement (i) contains the entire understanding of the parties with
respect to the subject matter hereof, (ii) shall inure to the benefit of and be
binding upon the parties hereto and their respective successors, assigns,
personal representatives and heirs, (iii) shall be governed and construed in
accordance with California law, without regard to principals of conflicts of
laws and (iv) may be executed in multiple counterparts, each of which shall be
deemed to be an original and all of which together shall be considered one and
the same agreement
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first above written
NAB ASSET CORPORATION /s/ Charles E. Bradley
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Charles E. Bradley
By: /s/ Michael W. Caton
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Michael W. Caton, President /s/ Charles E. Bradley, Jr.
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Charles E. Bradley, Jr.
CONSUMER PORTFOLIO SERVICES, INC.
/s/ John G. Poole
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John G. Poole
By: /s/ Jeffrey P. Fritz
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Jeffrey P. Fritz, Senior Vice President
/s/ Scott A. Junkin
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Scott A. Junkin
