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): December 21, 1994
SECURITY NATIONAL FINANCIAL CORPORATION
(Exact name of registrant as specified
in this Charter)
Utah 0-9341 87-0345941
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
5300 South 360 West, Suite 310 Salt Lake City, Utah 84123
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (801) 264-1060
Does Not Apply
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(Former name or former address, if changed since last report)
ITEM 2. Acquisition of Capital Investors Life Insurance Company
On December 21, 1994, Security National Financial
Corporation (the "Company") completed the
purchase all of the outstanding shares of common
stock of Capital Investors Life Insurance
Company, a Florida corporation, ("CILIC") from
Suncoast Financial Corporation, a Delaware
corporation ("SFC") and, prior to closing of the
transaction, the sole shareholder of CILIC.
Although the closing documents were dated
December 16, 1994, the transaction was not
completed until December 21, 1994 when the
Florida Department of Insurance approved the
purchase of the shares of CILIC by order dated
December 21, 1994. The closing documents were
executed and held in escrow until the order was
received from the Florida Department of
Insurance, following which the escrow was broken
pursuant to written directions from the Company
and SFC, and the funds and documents were then
disbursed in conformance with the terms of the
escrow agreement.
At the time of the transaction, CILIC was a
Florida domiciled insurance company with total
assets of approximately $31.0 million. However,
CILIC was redomesticated to Utah as of December
28, 1994. CILIC's assets include fixed maturity
securities, equity securities, policy loans,
receivables, accrued investment income, deferred
policy acquisition costs, and property plant and
equipment. CILIC is currently licensed to
transact business in 23 states. CILIC's total
revenues for the year ended December 31, 1993
were $4,637,000. CILIC had a net loss of $19,000
for fiscal 1993.
As consideration for the purchase of the shares
of CILIC, the Company provided SFC at closing
with the following: (i) $5,231,000 in cash, (ii)
40,000 shares of the Company's Class A Common
Stock, and (iii) a profit sharing agreement
providing for 33-1/3% of the profits from new
post-closing sales of existing CILIC plans of
insurance to be paid as earned. An aggregate of
$2,700,000 of the cash consideration was borrowed
by the Company from Key Bank, Crossroads Office,
Salt Lake City, Utah and is payable by the
Company in accordance with the terms of a
Promissory Note dated December 16, 1994, bearing
interest at one-half percent per annum above the
bank's prime rate, and payable in monthly
payments in the amount of $36,420, with the
unpaid principal balance, together with accrued
interest and other charges, due and payable on
December 16, 1999. The remainder of the purchase
price came the Company's internal funds. The
Company is required to register the 40,000 shares
of Class A Common Stock by preparing and filing
a Form S-3 Registration Statement with the U.S.
Securities and Exchange Commission.
The Company intends to continue the operations of
CILIC as an insurance company.
ITEM 7. Financial Statements and Exhibits.
(a) It is impractical for the Company to provide
audited financial statements of CILIC at the time
this report is required to be filed. The Company
intends to file the required audited financial
statements as soon as practicable but not later
than sixty (60) days after this report must be
filed.
(b) The Company intends to file the required pro
forma financial information as soon as
practicable but not later than sixty (60) days
after this report must be filed.
(c) Exhibits
1. Profit Sharing Agreement between
Security National Financial
Corporation and Suncoast Financial
Corporation.*
2. Service Agreement between Security
National Financial Corporation and
Suncoast Financial Corporation.*
3. Promissory Note between Security
National Financial Corporation, as
borrower, and Key Bank of Utah, as
lender.*
4. Loan and Security Agreement between
Key Bank of Utah and Security National
Financial Corporation.*
5. General Pledge Agreement between
Security National Financial
Corporation, as debtor, and Key Bank
of Utah.*
* Incorporated by reference from
Report on Form 8-K, as filed on
January 2, 1995.
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.
SECURITY NATIONAL FINANCIAL CORPORATION
(Registrant)
Date: February 23, 1995 By: Stephen M. Sill
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Controller and
Chief Financial Officer