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): February 17, 1999
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
Press Release
Equivest Finance, Inc.
Equivest Finance, Inc. Agrees to Acquire Six
Timeshare Resorts from Kosmas Group
International, Inc.
Greenwich, Connecticut, February 17, 1999. Equivest Finance, Inc.
(NASD:EQUI) today announced that it has signed a definitive agreement to buy a
group of six timeshare resorts, one resort development site and all related
management contracts, consumer receivables and related operating assets from the
Kosmas Group International, Inc. ("KGI"), of New Smyrna Beach, Florida.
Under the agreement, Equivest will acquire timeshare resorts, hotels and
properties as follows:
Bluebeard's Castle, St. Thomas, U.S. Virgin Islands. Bluebeard's is an
historic property dating to the 1600s, and is currently one of the
best-known timeshare properties in the Caribbean. The resort has more
than 160 units, together with additional land for future development.
It is situated on a hill overlooking the harbor of St. Thomas, close to
the main shopping district.
Bluebeard's Beach Club and Resort, St. Thomas, U.S. Virgin Islands. The
Beach Club includes approximately 25 acres of land on the ocean with a
beach and other amenities just outside Charlotte Amalie. This resort
currently includes 84 units, with the ability to build significant
additional units. It is adjacent to the Marriott Frenchmen's Reef resort.
Elysian Beach Hotel and Resort, St. Thomas, U.S. Virgin Islands. The
Elysian is a high-end condominium complex and deluxe hotel immediately
adjacent to the Ritz-Carlton hotel on the eastern end of St. Thomas. The
Elysian has 67 units, with a beach, restaurant and pool. Located next to
the St. Thomas Yacht Club and close to the British Virgin Islands, the
Elysian is an excellent jumping-off point for sailing and diving vacation
trips.
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Avenue Plaza Hotel and Resort, New Orleans, LA. The Avenue Plaza has 265
units and operates as a full-service hotel and timeshare resort facility.
It is located on St. Charles Avenue in the Garden District of New Orleans.
The overall complex contains a well-known spa and an historic antebellum
home.
Coconut Malorie Hotel and Resort, Ocean City, MD. This hotel has 85 units
in an all-suite configuration. It is located directly on the Intracoastal
waterway, and is a short walk from the beach.
Capital City Suites, Washington, D.C. This property is located on
Pennsylvania Avenue between Georgetown and The White House. The property
has permits for a planned timeshare resort hotel with more than 60 units.
Equivest anticipates constructing a completely new resort utilizing the
facade of existing buildings.
In addition to these resorts, Equivest will acquire KGI's interest in the
Ocean Gate Resort in St. Augustine, Florida, unless this resort is sold prior to
the closing date with Equivest's consent. This oceanfront property has 24 two-
and three-bedroom units, with further development rights on adjacent land.
The KGI transaction marks the second major acquisition for Equivest in the
past six months. In August, 1998, Equivest acquired Eastern Resorts Corporation,
which owns or operates six timeshare resorts in Newport, Rhode Island, and
another in the Berkshire mountains of western Massachusetts.
The KGI resorts subject to the agreement had total timeshare interval
sales in 1998 of more than $20 million. In addition, these resorts have more
than 20,000 vacation intervals in existing inventory, with a total sales value
at current prices of more than $175 million. By contrast, Eastern Resorts had
timeshare interval sales for the full year 1998 of approximately $13 million.
Eastern Resorts has approximately 4,100 intervals in current inventory with a
total sales value at current prices of approximately $40 million.
Upon completion of the transaction, more than 11,000 existing owners in
the KGI resorts would join the existing 12,000 owners in the resorts owned or
managed by Equivest. In addition, through its finance company subsidiary,
Equivest has approximately 20,000 active timeshare financing customers. Thus,
after the acquisition, Equivest will have a total timeshare consumer base of
more than 40,000 customers.
As part of the transaction, Equivest expects to acquire approximately $19
million in consumer receivables relating to the KGI resorts subject to the
acquisition. Approximately $3 million of this amount has been financed
previously by the company's subsidiary Resort Funding, Inc. After the closing,
Equivest will have a total timeshare loan portfolio of more than $170 million.
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Equivest will pay KGI $4 million in cash, less certain liabilities, and
will assume approximately $42 million in debt on the acquired properties,
together with the outstanding receivables financing balance of approximately $13
million. An additional $9.6 million in debt held by third parties relating to
the St. Thomas and Ocean City properties will be converted into approximately
1.65 million shares of Equivest common stock.
As additional consideration, Equivest will issue 250,000 shares of common
stock to KGI if Equivest has net income from the acquired properties of $6
million during the four full calendar quarters next following the completion of
the transaction. This amount will be prorated to the extent earnings are lower.
Though there are no formal agreements beyond the acquisition announced today,
Resort Funding will remain an active lender to KGI, and the two companies expect
to continue working together cooperatively in the future in marketing and other
areas.
There are no financing contingencies in the agreement. However, the
transaction remains subject to completion of due diligence by Equivest,
resolution of significant third party claims against certain of the KGI
properties and certain other conditions. Under the terms of the definitive
agreement, the transaction is expected to close before the end of March, with
effect to February 1, 1999.
Management teams in St. Thomas and New Orleans, including key sales and
marketing executives, are expected to join Equivest after the closing of the
transaction. Equivest will also seek to retain current employees at all
locations.
Richard C. Breeden, CEO of Equivest, stated: "This acquisition will expand
significantly our current timeshare resort development activities. The
transaction will also add considerably to the rate of growth in our consumer
receivable portfolio." Mr. Breeden noted that "As a result of this acquisition,
we will increase our number of resorts in active sales from two to at least
seven locations. We will be able to offer our customers a much wider choice in
resort locations on the Atlantic coast and in the Caribbean. Our resort in New
Orleans and, when completed, the new Capital City Suites in Washington, D.C.,
will also offer our owners vacation opportunities in two of America's most
popular urban vacation destinations."
"We expect this transaction to enhance our finance business in a very
positive manner. Our rate of consumer loan originations should increase
significantly, and the overall portfolio yield should also increase," Breeden
said. Finally, Mr. Breeden also noted that the company was very pleased to be
able to retain the management teams and employees of the resorts being acquired.
"We are very pleased to be able to add so many talented personnel. We expect to
benefit significantly from the skill and experience of the entire team of people
joining our company," said Mr. Breeden. Following completion of the transaction,
Equivest will have more than 700 employees.
Equivest Finance, Inc. is headquartered in Greenwich, Connecticut. Its
two operating subsidiaries are Eastern Resorts Corporation of Newport, Rhode
Island, and Resort Funding, Inc. of Syracuse, New York.
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NOTE TO INVESTORS: Certain statements (including without limitation the
statements concerning the purchase of certain assets from KGI and the operations
of Equivest after the consummation of the purchase) contained in this press
release are forward-looking. These may be identified by the use of
forward-looking words or phrases such as "believe," "expect," "anticipate,"
"should," "planned," "estimated," and "potential." These forward-looking
statements are based on Equivest's current expectations. The Private Securities
Litigation Reform Act of 1995 provides a "safe harbor" for such forward-looking
statements. In order to comply with the terms of the safe harbor, Equivest notes
that a variety of factors could cause actual results and experience to differ
materially from the anticipated results or other expectations expressed in such
forward-looking statements. Factors affecting the plans and potential results
and operations of Equivest after the consummation of its purchase of certain
assets including certain existing operations from KGI, as well as the risks and
uncertainties that may affect the operations, performance, development, and
results of Equivest's business, include the ability of Equivest to integrate
successfully these assets and operations, a downturn in the real estate cycle or
other factors which result in lower sales of vacation ownership interests,
possible financial difficulties of one or more of the developers with whom
Equivest does business, including the risk of non-performing assets or losses if
defaulted loans prove to have insufficient collateral backing, fluctuations in
interest rates, prepayments by consumers of indebtedness, prepayment by
developers, inability of developers to honor replacement obligations for
defaulted consumer notes, and competition from organizations with greater
financial resources.
For further information contact Sandy Caswell, Regan Communications,
617-742-8180.
Item 6. Resignation of Registrant's Directors
Not Applicable.
Item 7. Financial Statements and Exhibits
10.1 Purchase Agreement among Equivest Finance, Inc. and Kosmas Group
International, Inc., Avenue Plaza, LLC, Ocean City Coconut Malorie
Resort, Inc., Capital City Suites, Inc., Kosmas Caribbean Holding
Corporation, Steven Kosmas, Paul Kosmas, Nicholas Kosmas and Chip
Gordy, dated as of February 16, 1999.
Item 8. Change in Fiscal Year
Not Applicable.
Item 9. Sales of Equity Securities Pursuant to Regulation S
Not Applicable.
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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.
Date: February 23, 1999 By: /s/ Gerald L. Klaben Jr.
------------------ ----------------------------------------
Name: Gerald L. Klaben Jr.
--------------------------------------
Title: Senior Vice President & CFO
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INDEX TO EXHIBITS
Exhibit No.: Exhibit
10.1 Purchase Agreement among Equivest Finance, Inc. and Kosmas Group
International, Inc., Avenue Plaza, LLC, Ocean City Coconut Malorie
Resort, Inc., Capital City Suites, Inc., Kosmas Caribbean Holding
Corporation, Steven Kosmas, Paul Kosmas, Nicholas Kosmas and Chip
Gordy, dated as of February 16, 1999.
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