================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): July 25, 2005
REGAN HOLDING CORP.
(Exact name of registrant as specified in its charter)
California 000-19704 68-0211359
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
2090 Marina Avenue
Petaluma, California 94954
(Address of principal executive offices)
(707) 778-8638
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2.):
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
================================================================================
Item 1.01 Entry into a Material Definitive Agreement.
On July 25, 2005, Regan Holding Corp. (the "Seller") entered into a
sale/leaseback agreement (the "Agreement") with Basin Street Properties (the
"Buyer"). Pursuant to the terms of the Agreement, the Seller will sell its
office building in Petaluma, California to the Buyer for a purchase price of
$13.1 million. Concurrently with the sale of the building, the Seller and Buyer
will enter into a ten year lease agreement, whereby the Seller will lease back
(i) 71,612 square feet for a period not to exceed eighteen months and (ii)
between 35,612 and 51,612 square feet for the remainder of the lease term. The
monthly base rent will be $1.30 per square foot and will increase annually by
three percent during the term of the lease, in addition to monthly taxes and
operating expenses. Pursuant to the terms of the lease, the Seller is required
to initiate a standby letter of credit in the amount of $1.0 million, naming the
Buyer as the beneficiary. The Buyer will be allowed to draw upon the letter of
credit to satisfy the Seller's obligations under the Agreement, subject to
certain terms and conditions in the Agreement. Additionally, the amount of the
letter of credit will be reduced if the Seller meets certain profitability
criteria as specified in the Agreement. The closing of the sale/leaseback of the
property is subject to the Buyer obtaining a financing commitment, within 45
days from the date of the Agreement, from a lender with terms that are
acceptable to the Buyer. The closing is also subject to a 30-day due diligence
period, during which time the Buyer will inspect certain documents pertaining to
the property. The Buyer has the right, at any time during the due diligence
period, to disapprove of the due diligence materials or other matters relating
to the property and terminate the Agreement.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
See Item 1.01 above.
================================================================================
SIGNATURE
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.
REGAN HOLDING CORP.
-------------------------
(Registrant)
Date: July 29, 2005 /s/ R. Preston Pitts
---------------------------------------------
R. Preston Pitts
President, Chief Financial Officer
and Chief Operating Officer