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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: JANUARY 28, 1999
SUMMIT LIFE CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OKLAHOMA
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(STATE OR OTHER JURISDICTION OF INCORPORATION)
000-25253 73-1448244
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(COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.)
3021 EPPERLY DR., OKLAHOMA CITY, OK 73155
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(405) 677-0781
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(REGISTRANT'S TELEPHONE, INCLUDING AREA CODE)
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ITEM 5. OTHER EVENTS.
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On January 13, 1999 the Registrant effected the acquisition of 100% of the
common stock of Great Midwest Life Insurance Company, a Texas life insurance
company ("Great Midwest"), for an aggregate purchase price of $939,119. Of such
purchase price, cash of $607,312 was paid to seven of the eight shareholders of
Great Midwest; with the eighth shareholder receiving a promissory note for a
principal amount of $331,807, payable in three equal annual installments at an
annual interest rate of 6% on the unpaid principal balance. None of the
shareholders of Great Midwest are affiliated with the Registrant. The
Registrant funded $350,000 of the cash portion of the purchase price with a loan
from BancfFrst, Oklahoma City. In determining the purchase price, which was
negotiated on an arms' length basis, the Registrant took into consideration the
discounted value of the future revenue stream attributable to the annual
premiums to be paid pursuant to existing life insurance contracts and the
capital and surplus capital balances of Great Midwest. The Registrant plans to
use a portion of the proceeds of a public offering of its common stock to repay
the bank borrowing. A registration statement relating to such public offering,
pursuant to which the Registrant is offering an aggregate 1,000,000 shares of
common stock, was declared effective by the Securities and Exchange Commission
on January 11, 1999.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(c) Exhibits. The following exhibits are filed with this Report:
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10.4 Stock Purchase Agreement between the Registrant and Orville
Homer Miller, et al. (previously filed as Exhibit 10.4 on the
Registrant's Registration Statement on Form SB-2, File No. 333-
65097, and incorporated herein by reference).
99.3 Press Release dated January 28, 1999.
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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.
SUMMIT LIFE CORPORATION
(Registrant)
Date: January 28, 1999 BY: /s/ Charles L. Smith
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Charles L. Smith,
President and Chief Operating Officer
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EXHIBIT 99.3
SUMMIT LIFE CORPORATION
3021 Epperly Dr.
Oklahoma City, Oklahoma 73155
FOR IMMEDIATE RELEASE,
CONTACT:
Charles L. Smith
President
& Chief Operating Officer
Summit Life Corporation
Tel: (405) 677-0781
Summit Life Corporation Acquires Great Midwest Life Insurance Company
Oklahoma City, OK - January 28, 1999 - Summit Life Corporation announced today
that on January 13, 1999 it completed the purchase of 100% of the common stock
of Great Midwest Life Insurance Company, a Texas life insurance company, for an
aggregate purchase price of $939,119. Of such purchase price, $607,312 was paid
in cash and $331,807 was a promissory note. The acquisition of Great Midwest is
the second acquisition by Summit Life in the last twelve months, and follows the
January 1998 acquisition of Benefit Capital Life Insurance Company, a Louisiana
life insurer.
"The acquisition of Great Midwest adds over $9,000,000 insurance in force and
more than 1,000 insureds to Summit Life's life insurance operations," stated
Charles L. Smith, President and Chief Operating Officer of Summit Life.
Summit Life Corporation is a specialized financial services holding company
which operates in various segments of the insurance and financial services
industry.
Statements made in this press release, other than those concerning historical
information, should be considered forward-looking and subject to various risks
and uncertainties. Such forward-looking statements are made based on
management's belief as well as assumptions made by, and information currently
available to, management pursuant to the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. The Company's actual results may
differ materially from the results anticipated in these forward-looking
statements as a result of a variety of factors.
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(405) 677-0781 (405) 677-4953 FAX
