Exhibit Index on Page 5
As filed with the Securities and Exchange Commission on September 11, 1998
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) August 28, 1998
EQUIVEST FINANCE, INC.
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(Exact name of registrant as specified in its charter)
Florida 0-18201 59-2346270
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(State or other jurisdiction Commission (I.R.S. Employer
of incorporation) File Number Identification Number)
2 Clinton Square, Syracuse, New York 13202
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(Address of principal executive offices) (Zip Code)
(315) 422-9088
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(Registrant's telephone number, including area code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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Item 1. Not Applicable.
Item 2. Acquisition or Disposition of Assets
On August 28, 1998, Equivest Finance, Inc. ("Equivest")
completed a merger between its wholly owned subsidiary, ERC Acquisition
Corp., and Eastern Resorts Corporation ("ERC") of Newport, Rhode
Island, one of the largest developers of timeshare resorts in New
England. As a result of the merger, ERC became a Delaware corporation
and a wholly owned subsidiary of Equivest. Pursuant to a merger
agreement dated as of July 17, 1998, R. Perry Harris and Karen
Harris, the two stockholders of ERC, exchanged all of the outstanding
common stock of ERC for $15 million in cash and 3.2 million shares of
the common stock of Equivest. Consummation of the merger was not
subject to Hart-Scott-Rodino clearance or approval of the stockholders
of Equivest.
ERC was founded by Mr. Harris in 1981. It developed, and
continues to manage, six vacation resorts in Newport, Rhode Island, with
an seventh resort currently under construction in Western Massachusetts.
ERC sells and finances timeshare interests in individual vacation units
for the properties under its management. Mr. Harris will continue to
serve as Chief Executive Officer of ERC under a long-term employment
contract. He will also join the Board of Directors of Equivest. A
stockholders' agreement signed upon the closing of the merger agreement
granted Mr. and Mrs. Harris certain registration rights with respect to
the Equivest shares they acquired in the sale of ERC, and prevents them
from selling any shares in Equivest without Equivest's consent prior to
August 24, 1999, except in connection with any public offering made by
the Company or its other shareholders.
Equivest financed the cash portion of the purchase price for ERC
primarily through a short term bridge loan from Credit Suisse First
Boston Mortgage Capital LLC ("CSFB"). The bridge loan made available up
to $15 million, of which Equivest borrowed approximately $12.2 million.
CSFB received as part of its consideration for extending the loan a
warrant exercisable for 180,000 shares of the common stock of Equivest
at a price of $8.00 per share. CSFB has registration rights with respect
to the shares it purchases under the warrant, if any. In addition, CSFB
provided Eastern Resorts Company, LLC ("Eastern Resorts LLC"), the
primary operating subsidiary of ERC, with a loan of up to $11.5 million,
which Eastern Resorts LLC used to repay two loans in that aggregate
amount made to it by Equivest's primary operating subsidiary, Resort
Funding, Inc., in connection with the financing of an expansion of ERC's
Long Wharf Resort.
Item 3-6. Not Applicable.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) The required financial statements will be filed on Form 8-K/A
or otherwise as soon as practicable, but in any event within
60 days after the required filing date of this Current Report
on Form 8-K.
(b) The required pro forma financial information will be filed on
Form 8-K/A or otherwise as soon as practicable, but in any
event within 60 days after the required filing date of this
Current Report on Form 8-K.
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Exhibit No. Exhibit
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10.1 Agreement and Plan of Merger dated as of July 17, 1998 by
and among Equivest, ERC Acquisition Corp. and Eastern
Resorts Corporation.*
10.2 Stockholders' Agreement between Equivest and R. Perry
Harris and Karen Harris, dated as of August 24, 1998.
10.3 Employment Agreement dated as of August 24, 1998, between
ERC and R. Perry Harris.
10.4 Loan and Security Agreement by and among Eastern Resorts
LLC, Equivest, ERC and CSFB, dated as of August 25, 1998,
relating to a loan in the amount of $11.5 million.
10.5 Loan and Security Agreement by and among Resort Funding,
Equivest, Eastern Resorts LLC, ERC and CSFB, dated as of
August 25, 1998, relating to a loan in the amount of $15
million.
10.6 Warrant Agreement dated July 17, 1998, entitling CSFB to
purchase 180,000 shares of the Common Stock of Equivest.
10.7 Registration Rights Agreement dated as of the 17th day of
July, 1998, by and between Equivest and CSFB.
10.8 Amended and Restated Warrant Agreement dated as of
November 14, 1997, entitling CSFB to purchase 250,000
shares of the Common Stock of Equivest.
10.9 Registration Rights Agreement dated as of the 14th day of
November, 1997, by and between Equivest and CSFB.
21.1 List of Subsidiaries of Equivest.
99.1 Press Release, dated August 28, 1998, of Equivest.
Items 8-9. Not Applicable.
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* Not filed herewith; previously filed as Exhibit 10.1 to Equivest's quarterly
report on Form 10-Q, filed with the Securities and Exchange Commission on
August 14, 1998.
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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.
(Registrant)
Date: September 11, 1998 By: /s/ Gerald L. Klaben, Jr.
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GERALD L. KLABEN, JR.
Executive Vice President
and Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit No: Exhibit
10.1 Agreement and Plan of Merger dated as of July 17, 1998 by
and among Equivest, ERC Acquisition Corp. and Eastern
Resorts Corporation (incorporated herein by reference to
the Company's Form 10-Q, as filed with the Securities and
Exchange Commision on August 14, 1998).
10.2 Stockholders' Agreement between Equivest Finance, Inc. and
R. Perry Harris and Karen Harris, dated as of August 24,
1998.
10.3 Employment Agreement dated as of August 24, 1998, between
ERC and R. Perry Harris.
10.4 Loan and Security Agreement by and among Eastern Resorts
LLC, Equivest, ERC and CSFB, dated as of August 25, 1998,
relating to a loan in the amount of $11.5 million.
10.5 Loan and Security Agreement by and among Resort Funding,
Equivest, Eastern Resorts LLC, ERC and CSFB, dated as of
August 25, 1998, relating to a loan in the amount of $15
million
10.6 Warrant Agreement dated July 17, 1998, entitling CSFB to
purchase 180,000 shares of the Common Stock of Equivest.
10.7 Registration Rights Agreement dated as of the 17th day of
July, 1998, by and between Equivest and CSFB.
10.8 Amended and Restated Warrant Agreement dated as of
November 14, 1997, entitling CSFB to purchase 250,000
shares of the Common Stock of Equivest.
10.9 Registration Rights Agreement dated as of the 14th day of
November, 1997, by and between Equivest and CSFB.
21.1 List of Subsidiaries of Equivest.
99.1 Press Release, dated August 28, 1998, of Equivest.
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