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): November 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)
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
Agreement and Plan of Reorganization by and among Equivest Finance,
Inc., Peppertree Acquisition Corp., Peppertree Acquisition II Corp.,
Peppertree Resorts, Ltd., Pioneer Hotel Corporation, C. Wayne
Kinser, and The Stockholders Named Herein, dated as of November 17,
1999.
Registration Rights Agreement by and among Equivest Finance, Inc.
and C. Wayne Kinser, the Sharon Kay Williamson Charitable Remainder
Unitrust, the David Wayne Kinser Charitable Remainder Unitrust,
Donald Clayton, John McFarland and Herbert J. Patrick, Jr., dated as
of November 16, 1999.
Item 3. Bankruptcy or Receivership
Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant
Not Applicable.
Item 5. Other Events
Press Release
EQUIVEST ANNOUNCES
COMPLETION OF PEPPERTREE ACQUISITION
Greenwich, Connecticut, November 17, 1999, Equivest Finance, Inc.
(NASD:EQUI) announced today that it has completed the previously announced
agreement in principle to acquire by merger Peppertree Resorts, Ltd. of
Asheville, North Carolina. Peppertree's 15 vacation ownership resorts are
located in Virginia, North Carolina, South Carolina, Tennessee, Missouri and
Wisconsin. These resorts, together with Peppertree's approximately 50,000 owner
families, have now joined the Equivest Family of Resorts. With completion of
this transaction, Equivest now has a resort within 2-3 hours driving distance of
most major cities on the East Coast of the U.S.
The combined company will have approximately 2,200 employees, and total
assets of more than $400 million. Taken together, the two companies have had
more than $118 million in combined revenues for the nine months ended September
30, 1999.
As a result of the transaction, Peppertree has become a 100% subsidiary of
Equivest. Peppertree will maintain its offices in Asheville. Mr. Wayne Kinser,
Peppertree's former President and controlling stockholder, will join Equivest's
board of directors, as well as continuing to assist the company with transition
matters and strategic issues as a senior consultant.
Peppertree had approximately $113 million in assets and approximately $15
million in net worth as of September 30, 1999, compared with Equivest's assets
of $286 million and net worth of $63 million at that date. For the nine months
ended September 30, 1999, Peppertree reported revenues of approximately $53
million, total VOI sales of approximately $38 million, and unaudited net income
(after certain one-time adjustments) of approximately $2.6 million. For the same
period, Equivest had revenues of $66 million, total VOI sales of $28 million and
net income of $7.3 million. Equivest recently reported a 120% increase in
earnings per share for the quarter ended September 30, 1999 compared with the
comparable period in 1998, and a 136% increase in net income over the prior year
period on a revenue increase of 243%.
Equivest will pay a total consideration of $17.6 million in cash, less
certain escrows and holdbacks for contingencies, and $16.9 million in stock. Of
these amounts, $.6 million in cash and $2.9 million in stock will be paid on
June 30, 2000. At the closing the sellers were issued approximately 2.4 million
shares of common stock at a price of $5.83 per share, representing the volume
weighted average price for the 20 trading days preceding the fifth business day
prior to the closing. The additional $2.9 million in stock to be issued on June
30, 2000 will be priced at the volume weighted average price for the 20 trading
days prior to that date.
In addition to Peppertree's 15 resorts, Equivest acquired approximately
$77 million in performing consumer receivables relating to the purchase of VOI's
in Peppertree resorts or points in the Peppertree Vacation Club, and more than
$19 million in VOI inventory at book value. In addition, as part of the
transaction Equivest will be acquiring the 275 room Holiday Inn SunSpree resort
and more than 90 acres of land adjacent to downtown Asheville subject to
obtaining certain approvals and consents. Peppertree has been operating a
point-based vacation club since 1997, and Equivest plans to phase its resorts
into a point-based system utilizing the Peppertree experience as a base.
The acquisition of Peppertree marks the third major acquisition for
Equivest since August of 1998, when it acquired Eastern Resorts Corporation of
Rhode Island. The Equivest Family of Resorts now includes 29 properties located
on the East and Gulf coasts of the U.S. The Peppertree properties include
exciting new destinations such as the Outer Banks and Blue Ridge Mountains of
North Carolina, Williamsburg, VA, Myrtle Beach, SC, Branson, MO, Gatlinburg, TN,
and Wisconsin Dells, WI, as well as land for future developments in the Outer
Banks, Myrtle Beach and Hilton Head, SC. The existing Equivest destinations
include Newport, RI, Jiminy Peak, MA., Ocean City, MD, St. Augustine, FL, New
Orleans, LA, and St. Thomas, USVI., as well as a resort site in Washington DC
where construction will begin in 2000.
Richard C. Breeden, Chairman, President and Chief Executive Officer of
Equivest said: "We are delighted to complete the Peppertree merger on schedule,
and we look forward with great enthusiasm to the prospects that result from
joining our two companies. We welcome a tremendous group of employees from
Peppertree who are joining the Equivest team, and we believe that the new
company's nearly 100,000 owners and finance customers will find us an even
better source of high quality, fun, family-oriented vacations than they have in
the past. With nearly a half billion dollars in assets, we will also have the
ability to expand our efforts to redefine the traditional marketing of
vacation-ownership product and to take advantage of the new e-commerce
technologies that can increasingly let us put the world at the fingertips of our
owners. We strongly believe that the Peppertree team will help us build an even
better company for the future."
Bank of America Securities served as exclusive financial advisor to
Equivest, and financing for the transaction was provided to Equivest by the Bank
of America, N.A.
Certain statements 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 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 Information Contact:
Gerald L. Klaben, Jr., Equivest Chief Financial Officer (203) 618-0065
Stephanie Smith, Peppertree Communications Director (828) 254-8991
Item 6. Resignation of Registrant's Directors
Not Applicable.
Item 7. Financial Statements and Exhibits
To be filed within 60 days of this filing
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: November 30, 1999 By: /s/
------------------------------------
Richard G. Winkler
General Counsel and Secretary
INDEX TO EXHIBITS
Exhibit No.: Exhibit
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10.1 Agreement and Plan of Reorganization by and among Equivest
Finance, Inc., Peppertree Acquisition Corp., Peppertree
Acquisition II Corp., Peppertree Resorts, Ltd., Pioneer Hotel
Corporation, C. Wayne Kinser, and The Stockholders Named Herein,
dated as of November 17, 1999.
10.2 Registration Rights Agreement by and among Equivest Finance, Inc.
and C. Wayne Kinser, the Sharon Kay Williamson Charitable
Remainder Unitrust, the David Wayne Kinser Charitable Remainder
Unitrust, Donald Clayton, John McFarland and Herbert J. Patrick,
Jr., dated as of November 16, 1999.