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): December 3, 1998
EQUIVEST FINANCE, INC.
(Exact name of registrant as specified in its charter)
Delaware 333-29015 59-2346270
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
2 CLINTON SQUARE
SYRACUSE, NEW YORK 10281
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (315) 422-9088
INFORMATION TO BE INCLUDED IN REPORT
Item 1. Changes in Control of Registrant
Not applicable.
Item 2. Acquisition or Disposition of Assets
Not applicable.
Item 3. Bankruptcy or Receivership
Not applicable.
Item 4. Changes in Registrant's Certifying Accountant
Not applicable.
Item 5. Other Events
On December 4, 1998, pursuant to an agreement and plan of
merger dated December 3, 1998, Equivest Finance, Inc.
("Equivest"), a Florida corporation, completed a merger with and
into Equivest Reincorporation, Inc. (the "Delaware Subsidiary"),
a Delaware corporation and a wholly owned subsidiary of Equivest
(the "Merger").
Pursuant to the terms of the Merger, the Delaware
Subsidiary was the surviving corporation (the "Surviving
Corporation") in the Merger and, upon consummation of the Merger,
was renamed "Equivest Finance, Inc." The sole purpose of the
Merger was to change the state of incorporation of Equivest from
Florida to Delaware.
As a result of the Merger, each issued and outstanding
share of the common stock of Equivest, par value $.05 per
share, was converted into one fully paid and non-assessable
issued and outstanding share of the Surviving Corporation, par
value $.01 per share. As the common stock of Equivest was
registered under Section 12(g) of the Securities Exchange Act of
1934 (the "Exchange Act") prior to the Merger, upon the
consummation of the Merger, the common stock of the Surviving
Corporation was automatically deemed registered under Section
12(g) of the Exchange Act, pursuant to Rule 12g-3(a) of the
Exchange Act.
Item 6. Resignation of Registrant's Directors
Not applicable.
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
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(c) Exhibits.
The following exhibits are being filed herewith:
Exhibit No. Exhibit
10.1 Agreement and Plan of Merger dated
as of December 3, 1998 between
Equivest Finance, Inc. and
Equivest Reincorporation, Inc.
Item 8. Change in Fiscal Year
Not applicable.
Item 9. Sales of Equity Securities Pursuant to Regulation S
Not applicable.
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.
Date: December 14, 1998 By: /s/ Richard C. Breeden
---------------------------
Name: Richard C. Breeden
Title: Chairman and Chief Executive Officer
INDEX TO EXHIBITS
Exhibit No: Exhibit
10.1 Agreement and Plan of Merger dated as of December 3, 1998
between Equivest Finance, Inc. and Equivest Reincorporation, Inc.
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