CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES ACT OF 1934
Date of Report
(Date of Earliest Events Reported): Commission File Number:
November 1, 2000 000-28453
FORM 8-K
Ameri-First Financial Group, Inc.
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(exact name of registrant as specified in its charter)
Delaware 84-0849132
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(State of Incorporation) (IRS ID No.)
13663 Jupiter Road, Suite 401, Dallas, Texas 75238
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: 214-343-9700
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This late-filed Form 8-K is being filed by the present management of
the Registrant for the purpose of correcting a lack of disclosure and failure to
comply with public information reporting requirements by the previous
management. This Form 8-K should have been filed on or about November 15, 2000
by the management of the Registrant at that time. In order to aid the reader of
this Form 8-K, the Registrant has included background information that predates
the effective date of November 1, 2000.
Item 2. Acquisition or Disposition of Assets.
In approximately May 2000, the former management of the Registrant
determined that it would be in the best interest of the Registrant for it to
become an owner of hotels for investment. After making this decision, the
Registrant began negotiations with HMGT Management Corporation, a Delaware
corporation that managed hotels, and Wilkerson Consulting, Inc., a Nevada
corporation that acts as an acquisition agent for parties desiring to purchase
hotels. Following these negotiations, on June 9, 2000, the Registrant entered
into an Exclusive Agency Agreement with Wilkerson Consulting, Inc., and on June
15, 2000, Ameri-First Holdings, Inc., a wholly owned subsidiary of the
Registrant, entered into a Hotel/Motel Management Agreement. True and correct
copies of the Exclusive Agency Agreement and the Hotel/Motel Management
Agreement accompany this Form 8-K as exhibits.
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On June 9, 2000, Ameri-First Holdings, Inc. entered into a Purchase
Agreement with VPS I, L.P., a Delaware limited partnership, to purchase a total
of five (5) hotels situated in Irving, Texas (one hotel), San Antonio, Texas
(two hotels), Amarillo, Texas (one hotel), and El Paso, Texas (one hotel), for
the sum of $34,000,000.00. The purchase price was (a) the assumption of
approximately $17,600,000.00 of debt secured by the hotels, and (b) the issuance
of 4,500,000 shares of the common stock, restricted under SEC Rule 144, of the
Registrant. The management of VPS I, L.P. and the management of the Registrant
agreed that, for the purpose of the Purchase Agreement, the value of the stock
was approximately $16,400,000.00. A true and correct copy of the Purchase
Agreement between Ameri-First Holdings, Inc. and VPS I, L.P. accompanies this
Form 8-K as an exhibit. The purchase of these five (5) hotels was closed on June
28, 2000.
In conjunction with the hotel Purchase Agreement, on June 9, 2000, the
Registrant and Wilkerson Consulting, Inc. entered into a Stock Purchase
Agreement wherein the Registrant agreed to purchase 800,000 shares of the common
stock of the Registrant to be owned by Wilkerson Consulting, Inc., pursuant to
the terms of the Exclusive Agency Agreement, following the closing of the
purchase of the five (5) hotels. A true and correct copy of the Stock Purchase
Agreement between the Registrant and Wilkerson Consulting, Inc. accompanies this
Form 8-K as an exhibit. The purpose of this Stock Purchase Agreement was to pay
Wilkerson Consulting, Inc. its fee for arranging the purchase of the five (5)
hotels by Ameri-First Holdings, Inc.
The pertinent terms of the Exclusive Agency Agreement between the
Registrant and Wilkerson Consulting, Inc. are as follows:
1. The Registrant had a five day right of first refusal to (a)
purchase any hotel or motel to be sold by an entity that is
owned by, controlled by, or associated with Charles K.
Wilkerson, and (b) purchase any hotel or motel placed under
contract by Charles K. Wilkerson or any entity that is owned
by, controlled by, or associated with Charles K. Wilkerson;
and
2. For all hotels and motels purchased by the Registrant, a
consulting fee would be paid to Wilkerson Consulting, Inc. as
set forth below:
a. 2% of the purchase price of the property in cash; and
b. Common stock of the Registrant (restricted under Rule
144) equal in value to 2% of the purchase price of
property, with the value of the stock to be based on
the published "Bid" price of the Registrant's stock
as of the day prior to closing of the property.
Under the terms of the Hotel/Motel Management Agreement, HMGT
Management Corporation would manage all hotels owned by Ameri-First Holdings,
Inc. and all hotels to be owned by Ameri-First Holdings, Inc. in the future, and
would be paid a percentage of the gross revenue received by the hotels. After
the Hotel/Motel Management Agreement was entered into, HMGT Management
Corporation merged into HomeGate Corporation, a publicly held Delaware
corporation.
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On August 1, 2000, the Registrant and Amerand Corporation entered into
Stock Purchase Agreements. Under the terms of the Stock Purchase Agreements, the
Registrant Agreed to purchase all of the issued and outstanding stock of Desai
Enterprises, Inc., a Texas corporation, and all of the issued and outstanding
stock of HMGT of Corpus Christi, Inc., a Texas corporation, for $2,500,000.00 of
the common stock of the Registrant (restricted under Rule 144), with the value
of the stock to be based on the published "Bid" price of the Registrant's stock
as of the day prior to closing of the stock purchase. Desai Enterprises, Inc.
owns a hotel situated in Dallas, Texas. HMGT of Corpus Christi, Inc. owns a
hotel situated in Corpus Christi, Texas.
On July 31, 2000, Amerand Corporation, as purchaser, entered into
Purchase Agreements with McNeill Hospitality I, Inc., McNeill Hospitality II,
Inc., and McNeill Hospitality III, Inc., Missouri corporations, as sellers, for
the purchase of hotels situated in Rolla, Missouri, Burlington, Iowa, and
Davenport, Iowa. True and correct copies of the three (3) Purchase Agreements
described above accompany this Form 8-K as exhibits. The three (3) Purchase
Agreements were assigned to Ameri-First Holdings of Rolla, Inc., a Missouri
corporation, Ameri- First Holdings of Burlington, Inc., an Iowa corporation, and
Ameri-First Holdings of Davenport, Inc., an Iowa coporation, by Amerand
Corporation. Ameri-First Holdings of Rolla, Inc., Ameri- First Holdings of
Burlington, Inc., and Ameri-First Holdings of Davenport, Inc. were wholly owned
subsidiaries of the Registrant. The purchase of the three (3) hotels discussed
in this paragraph took place on August 24, 2000.
Following the acquisition of the ten (10) hotels described above by the
wholly owned subsidiaries of the Registrant, HomeGate Corporation, the resultant
entity of the merger of HMGT Management Corporation into HomeGate Corporation,
managed the hotels pursuant to the terms of the Hotel/Motel Management
Agreement.
The Registrant and its subsidiaries and related entities defaulted in
their obligations under the above described agreements and some other agreements
not described herein. As a result, on October 26, 2000, Amerand Corporation,
HomeGate Corporation, Wilkerson Consulting, Inc., and VPS I, L.P. filed a
lawsuit against the Registrant, Ameri-First Securities, Inc., Ameri-First
Financial Corporation, Ameri-First Holdings, Inc., and the management of the
Registrant, individually. The suit was filed in the 134th District Court of
Dallas County, Texas under Cause No. 00-8534-G.
The parties to the lawsuit entered into a Settlement Agreement
effective as of November 1, 2000. Under the terms of the Settlement Agreement,
the following occurred:
1. The Registrant and Amerand Corporation entered into an
agreement entitled "Termination of Agreements to Purchase the
Stock and Assets of HMGT of Corpus Christi, Inc. and Desai
Enterprises, Inc." Under the terms of this Termination
Agreement, the Registrant agreed to terminate the August 1,
2000 Stock Purchase Agreements relating to the purchase all of
the stock of Desai Enterprises, Inc. and HMGT of Corpus
Christi, Inc. As stated above, Desai Enterprises, Inc. owns a
hotel situated in Dallas, Texas. HMGT of Corpus Christi, Inc.
owns a hotel situated in Corpus Christi, Texas. A true and
correct copy of the Termination Agreement accompanies this
Form 8-K as an exhibit.
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2. The Registrant and The Tour Group, Inc. entered into a Stock
Purchase Agreement whereby The Tour Group, Inc. purchased all
of the stock of Ameri- First Holdings, Inc., Ameri-First
Holdings of Rolla, Inc., Ameri-First Holdings of Davenport,
Inc., and Ameri-First Holdings of Burlington, Inc. As stated
above, (a) Ameri-First Holdings, Inc. owns two (2) hotels in
San Antonio, Texas, one (1) hotel in El Paso, Texas, one (1)
hotel in Irving, Texas, and one (1) hotel in Amarillo, Texas,
(b) Ameri-First Holdings of Rolla, Inc. owns one (1) hotel in
Rolla, Missouri, (c) Ameri-First Holdings of Davenport, Inc.
owns one (1) hotel in Davenport, Iowa, and (d) Ameri-First
Holdings of Burlington, Inc. owns one (1) hotel in Burlington,
Iowa.
Under the terms of the Settlement Agreement, the Registrant,
Ameri-First Securities, Inc., Ameri-First Financial Corporation, Jeffrey C.
Bruteyn, and James N. Chatham II agreed to pay Wilkerson Consulting, Inc. the
sum of $1,800,000.00 and executed a Promissory Note in that amount, and Amerand
Corporation agreed to transfer 1,000,000 shares of the common stock of HomeGate
Corporation to the Registrant. HomeGate Corporation is a publicly held Delaware
corporation that has an application pending with the NASD for permission to
trade its stock on the Over-the-Counter Bulletin Board Exchange. The 1,000,000
shares of HomeGate Corporation common stock is restricted pursuant to Rule 144,
as promulgated by the Securities and Exchange Commission under the Securities
Act of 1933, as amended. HomeGate Corporation is in the business of owing,
operating, buying, selling, and managing hotels.
For clarification, the relationships of the entities and parties
mentioned above are discussed below:
1. Amerand Corporation, the holder of the majority of the issued
and outstanding common stock of HomeGate Corporation
(restricted under Rule 144), is owned 50% by Gary W. Bell and
50% by the Wickliffe Trust, a Texas trust.
2. Gary W. Bell serves as a director and as the President of
HomeGate Corporation.
3. C. Keith Wilkerson II is the Trustee of the Wickliffe Trust.
Charles K. Wilkerson is the primary beneficiary of the
Wickliffe Trust. C. Keith Wilkerson II is the son of Charles
K. Wilkerson.
4. C. Keith Wilkerson II serves as a director and as the Vice
President of HomeGate Corporation.
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5. Keith D. Newton serves as a director and as the Secretary and
the Treasurer of HomeGate Corporation. Keith D. Newton is the
son-in-law of Charles K. Wilkerson.
6. Charles K. Wilkerson has been in the business of owning,
operating, buying, selling, and managing hotels for
approximately thirty (30) years.
7. The officers of Wilkerson Consulting, Inc. are:
President: Charles K. Wilkerson
Vice President: Kathy Wilkerson (the wife
of Charles K. Wilkerson
Secretary: Charles K. Wilkerson
Treasurer: Charles K. Wilkerson
8. The stock of Wilkerson Consulting, Inc. is owned by the
Wickliffe Trust.
9. The officers of The Tour Group, Inc. are:
President: Gary W. Bell
Vice President: C. Keith Wilkerson II
Secretary: C. Keith Wilkerson II
Treasurer: C. Keith Wilkerson II
10. The stock of The Tour Group, Inc. is owned 50% by Gary W. Bell
and 50% by C. Keith Wilkerson II.
11. The General Partner of VPS I, L.P. is HMGT Properties, Inc., a
Texas corporation.
12. The Limited Partner of VPS I, L.P. is AQW Corporation, a Texas
corporation
13. The officers of HMGT Properties, Inc. are:
President: Gary W. Bell
Vice President: C. Keith Wilkerson II
Secretary: C. Keith Wilkerson II
Treasurer: C. Keith Wilkerson II
14. The stock of HMGT Properties, Inc. is owned by Amerand
Corporation.
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15. The officers of AQW Corporation are:
President: Gary W. Bell
Vice President: C. Keith Wilkerson II
Secretary: C. Keith Wilkerson II
Treasurer: C. Keith Wilkerson II
16. The stock of AQW Corporation is owned by Amerand Corporation.
Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
Exhibit No. Exhibit
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Exhibit 99.1 Exclusive Agency Agreement dated June
9, 2000, entered into by and between the
Registrant and Wilkerson Consulting, Inc.
Exhibit 99.2 Hotel/Motel Management Agreement dated June
15, 2000, entered into by and between the
Ameri-First Holdings, Inc. and HMGT
Management Corporation n/k/a HomeGate
Corporation
Exhibit 99.3 Purchase Agreement dated June 9, 2000,
entered into by and between Ameri-First
Holdings, Inc. and VPS I, L.P.
Exhibit 99.4 Stock Purchase Agreement dated June 9, 2000,
entered into by and between the Registrant
and Wilkerson Consulting, Inc. (relating to
the sale of 800,000 shares of the common
stock of the Registrant)
Exhibit 99.5 Purchase Agreement dated July 31, 2000,
entered into by and between Amerand
Corporation, as purchaser, and McNeill
Hospitality I, Inc., as seller, assigned to
Ameri-First Holdings of Rolla, Inc. by
Amerand Corporation
Exhibit 99.6 Purchase Agreement dated July 31, 2000,
entered into by and between Amerand
Corporation, as purchaser, and McNeill
Hospitality II, Inc., as seller, assigned to
Ameri-First Holdings of Davenport, Inc. by
Amerand Corporation
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Exhibit 99.7 Purchase Agreement dated July 31, 2000,
entered into by and between Amerand
Corporation, as purchaser, and McNeill
Hospitality III, Inc., as seller, assigned
to Ameri-First Holdings of Burlington, Inc.
by Amerand Corporation
Exhibit 99.8 Termination of Agreements to Purchase the
Stock and Assets of HMGT of Corpus Christi,
Inc. and Desai Enterprises, Inc. dated
November 1, 2000, entered into by and
between the Registrant and Amerand
Corporation
Exhibit 99.9 Stock Purchase Agreement dated November 1,
2000, entered into by and between the
Registrant and The Tour Group, Inc.
Item 9. Regulation FD Disclosure.
The information contained in Exhibits 99.1 through 99.9 is incorporated
herein by reference.
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.
AMERI-FIRST FINANCIAL GROUP, INC.
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(Registrant)
By: /s/ Gary W. Bell
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Gary W. Bell, President
DATE: February 14, 2001
Dallas, Texas
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EXHIBIT INDEX
Exhibit No. Exhibit
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Exhibit 99.1 Exclusive Agency Agreement dated June 9, 2000,
entered into by and between the Registrant and
Wilkerson Consulting, Inc.
Exhibit 99.2 Hotel/Motel Management Agreement dated June 15, 2000,
entered into by and between the Ameri-First Holdings,
Inc. and HMGT Management Corporation n/k/a HomeGate
Corporation
Exhibit 99.3 Purchase Agreement dated June 9, 2000, entered into
by and between Ameri-First Holdings, Inc. and VPS I,
L.P.
Exhibit 99.4 Stock Purchase Agreement dated June 9, 2000, entered
into by and between the Registrant and Wilkerson
Consulting, Inc. (relating to the sale of 800,000
shares of the common stock of the Registrant)
Exhibit 99.5 Purchase Agreement dated July 31, 2000, entered into
by and between Amerand Corporation, as purchaser, and
McNeill Hospitality I, Inc., as seller, assigned to
Ameri-First Holdings of Rolla, Inc. by Amerand
Corporation
Exhibit 99.6 Purchase Agreement dated July 31, 2000, entered into
by and between Amerand Corporation, as purchaser, and
McNeill Hospitality II, Inc., as seller, assigned to
Ameri-First Holdings of Davenport, Inc. by Amerand
Corporation
Exhibit 99.7 Purchase Agreement dated July 31, 2000, entered into
by and between Amerand Corporation, as purchaser, and
McNeill Hospitality III, Inc., as seller, assigned to
Ameri-First Holdings of Burlington, Inc. by Amerand
Corporation
Exhibit 99.8 Termination of Agreements to Purchase the Stock and
Assets of HMGT of Corpus Christi, Inc. and Desai
Enterprises, Inc. dated November 1, 2000, entered
into by and between the Registrant and Amerand
Corporation
Exhibit 99.9 Stock Purchase Agreement dated November 1, 2000,
entered into by and between the Registrant and The
Tour Group, Inc.
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