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): September 14, 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)
100 NORTHFIELD STREET
GREENWICH, CONNECTICUT 06830
(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. ANNOUNCES
AGREEMENT IN PRINCIPLE TO ACQUIRE BY MERGER
PEPPERTREE RESORTS, LTD
Greenwich, Connecticut (Business Wire) - September 14, 1999 - Equivest
Finance, Inc. (NASD: EQUI) announced today that it has reached an agreement in
principle to merge with Peppertree Resorts, Ltd., a vacation ownership company
headquartered in Asheville, NC. Following completion of the proposed merger,
Peppertree will become a wholly-owned subsidiary of Equivest, and will continue
to maintain its current offices in Asheville under the leadership of its current
management team. The combined company will offer its 100,000 owners and
prospective customers one of the largest networks of vacation ownership resorts
in the eastern United States, with 29 resorts stretching from Newport, RI to St.
Thomas in the U.S. Virgin Islands.
The transaction includes a total of more than $100 million in assets,
including 15 Peppertree vacation ownership resorts in the southeastern U.S. with
a total of approximately 1000 units, of which approximately 3,000 intervals
remained unsold as of December 31, 1998. Also included are approximately $77
million in receivables, and a 100% interest in the Holiday Inn SunSpree Resort,
a 275-room hotel with a golf course on approximately 120 acres close to the
center of Asheville, NC.
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Under the terms of the proposed transaction, Equivest will pay a mixture of cash
and stock, as well as assuming Peppertree's outstanding liabilities. There will
also be additional payments based on both 1999 and 2000 performance by
Peppertree. Upon completion of the transaction, C. Wayne Kinser, founder of
Peppertree, will join the Equivest board of directors and serve as a senior
consultant to the combined company.
In addition to Kinser, Peppertree's senior management team includes John
S. McFarland, senior executive vice president and chief operating officer,
Herbert H. Patrick, Jr., senior vice president and chief financial officer, and
Donald K. Clayton, senior vice president for sales and marketing. Each of the
members of the senior team has agreed to remain in his current position, and
will also become an officer of Equivest.
Peppertree had total revenues for the three months ended June 30,1999 of
approximately $18 million, and sales of vacation ownership intervals ("VOIs") of
more than $13 million. For the comparable period Equivest had revenues of $25
million, and VOI sales of $11 million. Peppertree's total assets at June 30,
1999 were $110 million, while Equivest had total assets of just over $285
million.
Peppertree is one the leading vacation ownership companies in the
Southeast, welcoming more than 50,000 families each year to its 15 resorts
throughout the Carolinas, Tennessee, Wisconsin and Missouri.
In 1997, Peppertree became one of the first conventional-week timeshare
developers with a large owner base to move toward a point-based club when it
created the Peppertree Vacation Club. Today, all Peppertree resorts except its
resort in Wisconsin Dells, WI, operate under the point system. The company will
open its newest Club property in Williamsburg, VA in early 2000. As quickly as
possible, Equivest plans to expand the availability of the Vacation Club to its
entire owner base, giving new resort locations to the Peppertree owners and new
flexibility to the existing Equivest resort owners.
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Equivest operates 13 resorts on the east and gulf coasts of the United
States and the Caribbean, and it is currently developing a new resort on
Pennsylvania Avenue in Washington, D.C. Equivest's resort network includes the
urban destinations of New Orleans, LA, Newport, R.I., and, when completed,
Washington, D.C. It also includes ocean-oriented resorts in New England, the
mid-Atlantic, Florida and St. Thomas, USVI, and a ski resort property in the
Berkshire Mountains of Massachusetts. Equivest has a total customer base of more
than 45,000 families including customers of its finance unit, Resort Funding,
Inc.
Richard C. Breeden, Equivest's Chairman, President and CEO stated: "We are
very pleased to be able to join forces with Peppertree. Equivest will certainly
benefit from the skills and experience of Peppertree's more than 1,300
employees. Our customer base of more than 100,000 families should be able to
enjoy new flexibility, and a much wider network of high quality resorts, than
either company alone could provide. We also believe that in marketing,
technology, sales, finance and other areas, the existing strengths of the two
companies will be considerably enhanced. We believe that all our combined
shareholders, employees and customers will benefit from this exciting
transaction."
C. Wayne Kinser, owner of Peppertree, stated: "Peppertree is enthusiastic
about moving into the new millennium as part of a publicly-traded company,
assuring us of the necessary capital to continue the expansion of Peppertree's
quality resort network. For 22 years, Peppertree has offered an outstanding
vacation ownership product. When combined with Equivest, we become an industry
powerhouse."
The agreement reached today is subject to the completion of due diligence,
final documentation, the absence of material adverse change, and approval by
Equivest's board of directors, among other conditions. The parties expect the
transaction to close in the middle of the fourth quarter.
Certain statements in this press release are forward-looking. These may be
identified by the use of forward-looking words or
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phrases such as "believe," "expect," "anticipate," "should," "planned,"
"estimated," and "potential." These forward-looking statements are based on the
Company'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, the Company 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. The risks and uncertainties that may affect the operations,
performance, development, and results of the Company's businesses include a
downturn in the real estate cycle, lack of available qualified prospects to tour
the Company's resorts, competition from other developers, lack of appropriate
sites for future developments, failure to complete construction in a timely and
cost-efficient manner, or other factors which result in lower sales of vacation
ownership interests, possible financial difficulties of one or more of the
developers with whom the Company does business, including the risk of carrying
non-performing assets or losses if defaulted loans prove to have insufficient
collateral backing, fluctuations in interest rates, prepayments by consumers of
indebtedness, inability of developers to honor replacement obligations for
defaulted consumer notes, and competition from organizations with greater
financial resources.
For further information contact: Regan Communications -Alan Eisner or
Alexander Caswell (617) 742-8180.
Item 6. Resignation of Registrant's Directors
Not Applicable.
Item 7. Financial Statements and Exhibits
Not Applicable.
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: September 16, 1999 By: /s/ Thomas J. Hamel
-------------------------------------
Name: Thomas J. Hamel
Title: Executive Vice President
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