-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H8sV+hgCSJ6UP+5o50tPxNfE53+ocVPfyBfDmWenrMpYTTmFx8O6qgyY1sWzhuMq 8DJrXHgOmeXbMEbPo4wfhg== 0000912057-02-001033.txt : 20020413 0000912057-02-001033.hdr.sgml : 20020413 ACCESSION NUMBER: 0000912057-02-001033 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020109 ITEM INFORMATION: Changes in control of registrant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LIFE FINANCIAL CORP CENTRAL INDEX KEY: 0001028918 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 330743196 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22193 FILM NUMBER: 2507376 BUSINESS ADDRESS: STREET 1: 10540 N MAGNOLIA ACE STREET 2: UNIT B CITY: RIVERSIDE STATE: CA ZIP: 92503 BUSINESS PHONE: 9096374000 MAIL ADDRESS: STREET 1: 1598 EAST HIGHLAND AVENUE CITY: SAN BERNADINO STATE: CA ZIP: 92404 8-K 1 a2067652z8-k.htm 8-K Prepared by MERRILL CORPORATION
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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): January 9, 2002


LIFE FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)

0-22193
(Commission File No.)

DELAWARE
(State or Other Jurisdiction of Incorporation)
  33-0743195
(IRS Employer Identification No.)

10540 Magnolia Avenue, Suite B, Riverside, CA
(Address of Principal Executive Offices)

 

92503-1814
(Zip Code)

(909) 637-4000
(Registrant's Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, If Changed Since Last Report)




Item 1 (b) Change of Control

    Life Financial Corporation (the "Company") announced that the shareholders of the Company approved the transaction with New Life Holdings, LLC to issue $12,000,000 in notes and warrants to purchase 1,166,400 shares, which, if exercised would represent 47% of the Company's common stock. In addition, the Company received notification from the Office of Thrift Supervision that the H(e)1 Change in Control application filed by New Life Holdings, LLC has been approved.

    The closing of the transaction is expected to take place on or before January 18, 2002. The Company intends to utilize the proceeds from the issuance of the notes to infuse capital into Life Bank, its wholly owned subsidiary, purchase certain assets from the Bank and settle other obligations.

ITEM 7. EXHIBITS

1
Press release dated January 10, 2002

2



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 thereunto duly authorized.

    LIFE FINANCIAL CORPORATION

Dated: January 11, 2002

 

By:

 

/s/ 
STEVEN R. GARDNER   
Steven R. Gardner
President and Chief Executive Officer

3




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SIGNATURES
EX-99.1 3 a2067652zex-99_1.htm EXHIBIT 99.1 Prepared by MERRILL CORPORATION
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EXHIBIT 1

    LIFE FINANCIAL CORPORATION ANNOUNCES SHAREHOLDER APPROVAL AND OTS APPROVAL OF NEW LIFE HOLDINGS TRANSACTION AND APPLICATION

    January 10, 2002—Riverside, CA—Life Financial Corporation (Nasdaq: LFCO) (the "Company") announced that the shareholders of the Company approved the transaction with New Life Holdings, LLC to issue $12,000,000 in notes and warrants to purchase 1,166,400 shares, which, if exercised would represent 47% of the Company's common stock. In addition, the Company received notification from the Office of Thrift Supervision that the H-(e)1 Change in Control application filed by New Life Holdings, LLC has been approved.

    The closing of the transaction is expected to take place on or before January 18, 2002. The Company intends to utilize the proceeds from the issuance of the notes to infuse capital into Life Bank, its wholly owned subsidiary, purchase certain assets from the Bank and settle other obligations.

    Steven R. Gardner, the President and CEO of the Company and Bank said, "We are extremely pleased to have this financing arrangement in place and we are looking forward to a long and profitable partnership with New Life Holdings. The financing will allow us to fully implement our business plan, which is focused on growing our Construction and Income Property (apartment and commercial real estate) lending groups, growing core deposit accounts and operating the Bank in a highly efficient manner." Mr. Gardner continued "this transaction will also allow the Company and Bank to resolve the regulatory issues and restrictions previously imposed. The Board and management appreciate the highly professional manner in which our primary regulator has worked with us to resolve the Banks capital levels."

FORWARD-LOOKING COMMENTS

    The statements contained in this release that are not historical facts are forward-looking statements based on management's current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting the Company will be the same as those anticipated by management.

    Actual results may differ from those projected in the forward-looking statements. These forward-looking statements involve risks and uncertainties. These include, but are not limited to, the following risks:

    Changes in the performance of the financial markets;

    Changes in the demand for and market acceptance of the Company's products and services;

    Changes in general economic conditions including interest rates, presence of competitors with greater financial resources, and the impact of competitive products and pricing; the effect of the Company's policies; the continued availability of adequate funding sources; and various legal, regulatory and litigation risks.

    FOR INFORMATION ON LIFE FINANCIAL-PLEASE E-MAIL YOUR REQUEST TO rpainter@lifebank.net OR CALL ROY L. PAINTER, CHIEF FINANCIAL OFFICER AT 909.637.4095 OR STEVEN R. GARDNER, PRESIDENT AND CHIEF EXECUTIVE OFFICER AT 909.637.4110. PLEASE INCLUDE YOUR PHONE, FACSIMILE AND MAILING ADDRESS.




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EXHIBIT 1
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