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 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 13202
(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
----------- -------
3.1 Amended and Restated Certificate of
Incorporation of the Registrant
3.2 By-laws of the Registrant
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 16, 1998 By: /s/ Gerald L. Klaben
---------------------------
Name: Gerald L. Klaben
Title: Senior Vice-President and Chief
Financial Officer
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INDEX TO EXHIBITS
Exhibit No: Exhibit
- ----------- -------
3.1 Amended and Restated Certificate of Incorporation of the
Registrant
3.2 By-laws of the Registrant
10.1 Agreement and Plan of Merger dated as of December 3, 1998 between
Equivest Finance, Inc. and Equivest Reincorporation, Inc.