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): December 16, 2001
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: (203) 618-0065
INFORMATION TO BE INCLUDED IN REPORT
ITEM 5. OTHER EVENTS
On December 16, 2001, the registrant entered into an Agreement and Plan
of Merger (the "Merger Agreement") by and among the registrant ("Equivest"),
Cendant Corporation, a Delaware corporation ("Cendant") and Cardigan Acquisition
Corporation, a Delaware corporation and a wholly-owned subsidiary of Cendant
("Purchaser"). Pursuant to the Merger Agreement and subject to the terms and
conditions set forth therein, Purchaser will be merged with and into Equivest,
with Equivest being the surviving corporation of such merger (the "Merger"),
and, as a result of the Merger, Equivest will become a wholly-owned subsidiary
of Cendant. At the Effective Time (as defined in the Merger Agreement) of the
Merger, each issued and outstanding share of common stock, par value $0.01, of
Equivest (the "Common Stock") will be converted into the right to receive $3.00
in cash, without interest, and each issued and outstanding share of Series 2
Class A Cumulative Redeemable Preferred Stock, par value $3.00, of Equivest (the
"Series 2 Preferred Stock") will be converted into the right to receive an
aggregate amount in cash equal to $1,000 per share of Series 2 Preferred Stock
plus accrued and unpaid dividends through the Effective Time.
Equivest's three largest stockholders, the consolidated bankruptcy
estate of The Bennett Funding Group, Inc., R. Perry Harris and C. Wayne Kinser
(the "Stockholders"), entered into three stock purchase agreements (the "Stock
Purchase Agreements") with Purchaser pursuant to which, among other things, they
have agreed to sell the Common Stock and/or the Series 2 Preferred Stock held by
each such Stockholder upon payment by Parent of the applicable purchase price
pursuant to the Stock Purchase Agreements, upon the terms and subject to the
conditions set forth therein. As of December 16, 2001, such stockholders held
over 90% of the issued and outstanding shares of Common Stock and all of the
issued and outstanding shares of Series 2 Preferred Stock.
The transaction is expected to close in the first quarter of 2002 and
is subject to customary closing conditions and the approval by the United States
Bankruptcy Court for the Northern District of New York of the sale of the shares
held by the consolidated bankruptcy estate of The Bennett Funding Group, Inc.
A copy of the Merger Agreement is attached hereto as Exhibit 2.1 and
the terms thereof are incorporated by reference herein. The foregoing
description is qualified in its entirety by reference to the full text of such
exhibit.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
a. Financial Statements of Businesses Acquired
not applicable
b. Pro Forma Financial Information
not applicable
c. Exhibits
Exhibit 2.1 Agreement and Plan of Merger by and among Cendant Corporation,
Cardigan Acquisition Corporation and Equivest Finance, Inc dated
December 16, 2001
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: December 19, 2001 By: /S/GERALD L. KLABEN, JR.
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Name: GERALD L. KLABEN, JR.
Title: SENIOR VICE PRESIDENT & CFO