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UNITED STATES
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): MARCH 11, 1998
LIFE FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 0-22193 33-0743196
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(State or other jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification No.
10540 MAGNOLIA AVENUE, SUITE B, RIVERSIDE, CALIFORNIA 92505
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (909) 637-4000
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ITEM 5. OTHER EVENTS.
On March 11, 1998, FIRSTPLUS Financial Group, Inc. ("FIRSTPLUS") and
LIFE Financial Corporation (the "Company") entered into an Agreement and Plan
of Merger (the "Merger Agreement") whereby the Company will be acquired by
FIRSTPLUS. Under the Merger Agreement, a newly formed, wholly owned
subsidiary of FIRSTPLUS will merge with and into the Company, with the
Company being the surviving corporation in the merger ("Merger"). The Merger
is structured as a stock-for-stock merger whereby the Company's stockholders
will receive approximately $20.00 in value of FIRSTPLUS voting common stock
for each share of LIFE common stock, to the extent FIRSTPLUS common stock
trades between $30.00 and $40.00 per share.
It is anticipated that the Merger will be treated as a tax-free
reorganization under Section 368(a)(2)(E) of the Internal Revenue Code of
1986, as amended and a "pooling of interests."
Completion of the Merger is subject to certain conditions, including (i)
approval by the stockholders of the Company; (ii) approval by the Office of
Thrift Supervision and other requisite regulatory authorities; (iii) receipt
of an opinion of counsel for the Company that the Merger will be treated as a
tax-free reorganization for federal income tax purposes; and (iv) other
conditions to closing that are customary in transactions of this type.
The terms of the Merger and the transactions related thereto are
contained in the Merger Agreement, which is filed as an exhibit to this
current report on Form 8-K. Reference is made to such document for a more
complete description of the terms and provisions of the proposed acquisition.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
Not Applicable.
(b) PRO FORMA FINANCIAL INFORMATION.
Not Applicable.
(c) EXHIBITS.
The following exhibits are furnished in accordance with Item 601 of
Regulation S-K.
10.1 Agreement and Plan of Merger, dated as of March 11, 1998
99.1 Press Release
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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 of the
undersigned hereunto duly authorized.
LIFE FINANCIAL CORPORATION
Date: March 25, 1998 By: /s/ Daniel L. Perl
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Name: Daniel L. Perl
Title: President and Chief
Executive Officer