-----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, WBDsiPCDwc68khobCWcMn91jxbTBtkmgPu8pNInNu92aSRPOUtXtaM3VstrHwy3V cooAEtn2pLd1DKi/SigfFw== /in/edgar/work/0000950133-00-004594/0000950133-00-004594.txt : 20001116 0000950133-00-004594.hdr.sgml : 20001116 ACCESSION NUMBER: 0000950133-00-004594 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001113 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALTIVA FINANCIAL CORP CENTRAL INDEX KEY: 0001023334 STANDARD INDUSTRIAL CLASSIFICATION: [6159 ] IRS NUMBER: 880286042 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-21689 FILM NUMBER: 770142 BUSINESS ADDRESS: STREET 1: 1000 PARKWOOD CIRCLE STREET 2: SUITE 500 CITY: ATLANTA STATE: GA ZIP: 30339 BUSINESS PHONE: 7079526700 MAIL ADDRESS: STREET 1: 1000 PARKWOOD CIRCLE STREET 2: SUITE 500 CITY: ATLANTA STATE: GA ZIP: 30339 FORMER COMPANY: FORMER CONFORMED NAME: MEGO MORTGAGE CORP DATE OF NAME CHANGE: 19960920 8-K 1 w42764e8-k.txt FORM 8-K FOR ALTIVA FINANCIAL CORPORATION 1 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): October 31, 2000 ALTIVA FINANCIAL CORPORATION ---------------------------- (Exact Name of Registrant as Specified in Charter) DELAWARE 0-21689 88-0286042 - ---------------------------------- --------------------- ------------ (State or Other Jurisdiction (Commission File (IRS Employer of Incorporation) Number) Identification No.) 4405 Northside Parkway, Room 2107 Atlanta, Georgia 30327 ---------------------- (Address of Principal Executive Offices) Registrant's telephone number, including area code: (404) 231-0702 Item 2. Acquisition or Disposition of Assets On April 19, 2000, Altiva Financial Corporation (the "Company") announced that as of Friday, April 14, 2000, the Company had ceased the origination of loans and had reduced its staff by 90% in both Atlanta and at its wholly-owned subsidiary, The Money Centre, based in Charlotte, North Carolina. The Company reported at that time that it was pursuing an orderly winding up of its business activities and seeking an arrangement with its creditors. The Company's common stock was delisted from the Nasdaq SmallCap Market effective May 1, 2000, as a result of the Company's financial condition. As of the date of the financial statements included in the Company's most recent quarterly report on Form 10-Q for the second quarter ended February 29, 2000, which was filed with the Securities and Exchange Commission on May 5, 2000, the Company had total assets of $126,342,000 and total liabilities of $103,235,000. The majority of the Company's tangible assets were encumbered and were comprised primarily of loans held for sale, mortgage-related securities, and fixed assets, with book values of $56,505,000, $31,009,000 and $2,569,000, respectively. The remaining assets were comprised primarily of intangible assets consisting of goodwill, recorded benefits from tax losses and prepaid expenses with book values of $11,330,000, $12,664,000 and $706,000, respectively. The Company's warehouse lenders have since repossessed certain of the loans in the Company's loan portfolio that secured related advances to the Company. Loans owned by the Company were sold for aggregate proceeds of $702,000. The majority of the Company's mortgage-related securities were held as collateral for approximately $31.0 million of secured debt. On September 29, 2000 the holders of approximately $27.5 million of the secured debt foreclosed on the collateral and held a public auction which yielded proceeds of approximately $10.0 million. The lender holding the remaining mortgage-related security as collateral has notified the Company of the lender's intent to foreclose on the collateral. 2 Fixed assets located at the Company's offices in Charlotte, North Carolina, Las Vegas, Nevada and Atlanta, Georgia have either been sold or abandoned. The gross proceeds from the sale of such assets totaled approximately $150,000. Assets subject to capitalized leases have either been returned to the applicable lessor or sold, and in the latter case, the proceeds of sale have been forwarded to the lessor. Under the terms of a Deed of Assignment for the Benefit of Creditors, dated October 31, 2000 (the "Assignment Agreement"), between the Company, as assignor, and Herbert C. Broadfoot II, as assignee, the Company assigned, for the benefit of the Company's creditors, all of the Company's assets, wherever located. The assets assigned, comprised principally of miscellaneous receivables, had a book value of approximately $400,000. The Assignment Agreement directs the assignee to liquidate such assets, collect all claims and demands of the Company, and, after paying and discharging all reasonable expenses in connection with the performance of the assignee's duties, pay and discharge, to the extent of funds available, all of the Company's debts and liabilities. If there are insufficient funds to pay and discharge such debts and liabilities, the assignee is to pay such debts and liabilities on a pro rata basis and in proportion to their priority under applicable law. If there are any excess funds after payment and discharge of all of the Company's debts and liabilities, the assignee is obligated to remit such funds to the Company. The Company prepared and attached to the Assignment Agreement a schedule of the Company's and The Money Centre's creditors and the amounts of such creditors' claims. The aggregate amount of such claims is in excess of $6.1 million. Based on the anticipated liquidation value of the assets assigned to the assignee under the Assignment Agreement, the Company does not believe that the liquidation of the Company's assets by the assignee will generate sufficient funds to make distributions to the Company's shareholders. ITEM 5. OTHER EVENTS Mr. Edward B. Meyercord resigned as Chief Executive Officer and Chairman of the Board effective October 29, 2000. Messrs. Meyercord and J.D. Williamson, the Company's remaining directors, resigned from the Board of Directors on October 31, 2000, the date of the Assignment Agreement. The Company's three remaining employees have been assisting or will continue to assist with the winding up of the Company. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits 10.1 Deed of Assignment for the Benefit of Creditors 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. ALTIVA FINANCIAL CORPORATION Date: November 15, 2000 By: /s/ J. Richard Walker -------------------------------- J. Richard Walker Executive Vice President and Chief Financial Officer 2 3 Exhibit Index
Exhibit Description - ------- ----------- 10.1 Deed of Assignment for the Benefit of Creditors
3 EX-10.1 2 w42764ex10-1.txt DEED OF ASSIGNMENT FOR THE BENEFIT OF CREDITORS 1 EXHIBIT 10.1 DEED OF ASSIGNMENT FOR THE BENEFIT OF CREDITORS This Deed of Assignment for the Benefit of Creditors, hereinafter "Assignment," is made this 31st day of October, 2000, between Altiva Financial Corporation, with a principal place of business at 4405 Northside Parkway, Unit 2017, Atlanta, Georgia 30327, hereinafter "Assignor," and Herbert C. Broadfoot II as Assignee, whose address is 2400 International Tower, Peachtree Center, 229 Peachtree Street, N.E., Atlanta, Georgia 30303-1629, hereinafter "Assignee." WHEREAS, the Assignor has been engaged in the business of financial services; and WHEREAS, the Assignor is indebted to creditors, as set forth in Schedule "A" annexed hereto, is unable to pay its debts as they become due, and is desirous of providing for the payment of its debts, so far as it is possible by an Assignment of all of its assets for that purpose. NOW, THEREFORE, the Assignor, in consideration of the Assignee's acceptance of this Assignment, and for other good and valuable consideration, hereby grants, assigns, conveys, transfers, and sets over, unto the Assignee, his successors and assigns, all of its assets, including, but not limited to, all real property, fixtures, goods, stock, inventory, equipment, furniture, furnishings, accounts receivable, bank deposits, cash, promissory notes, cash value and proceeds of insurance policies, books, books of account, choses in action, drafts, bills, 2 judgments, liens, mortgages, claims and demands belonging to the Assignor, wherever such assets may be located, hereinafter the "Estate." The Assignee shall take possession and administer the Estate in accordance with the provisions of the Official Code of Georgia Annotated Sections 18-2-40 through 18-2-59, and shall liquidate the assets of the Estate with reasonable dispatch and convert the Estate into money, collect all claims and demands hereby assigned as may be collectible, and pay and discharge all reasonable expenses, costs, and disbursements in connection with the execution and administration of this Assignment from the proceeds of such liquidations and collections. The Assignee shall then pay and discharge in full, to the extent that funds are available in the Estate after payment of administrative expenses, costs, and disbursements, all of the debts and liabilities now due from the Assignor, including interest on such debts and liabilities. If funds of the Estate shall not be sufficient to pay such debts and liabilities in full, then the Assignee shall pay from funds of the Estate such debts and liabilities, on a pro rata basis and in proportion to their priority as such priority would be established under applicable law. In the event that all debts and liabilities are paid in full, any funds of the Estate remaining shall be returned to the Assignor. To accomplish the purposes of this Assignment, the Assignor hereby appoints the Assignee its true and lawful attorney, irrevocable, with full power and authority to do all acts and things which may be necessary to execute the Assignment hereby created; to demand and recover from all persons all assets of the Estate; to sue for 3 the recovery of such assets; to execute, acknowledge, and deliver all necessary deeds, instruments, and conveyances; and to appoint one or more attorneys under him to assist the Assignee in carrying out his duties hereunder. The Assignor hereby authorizes the Assignee to sign the name of the Assignor to any check, draft, promissory note, or other instrument in writing which is payable to the order of the Assignor, or to sign the name of the Assignor to any instrument in writing, whenever it shall be necessary to do so, to carry out the purpose of this Assignment. The Assignee hereby accepts the trust created by the Assignment, and agrees with the Assignor that the Assignee will faithfully and without delay carry out his duties under the Assignment. ASSIGNOR Altiva Financial Corporation By: [sig] ------------------------------ Its: : Ex VP/CFO ------------------------------ Sworn to and subscribed before me this 31 day of October, 2000. Dolores J. Janis - ------------------------------------------------- NOTARY PUBLIC My Commission Expires: 3/1/01 [SEAL] (Signatures continued on next page) 4 ASSIGNEE Herbert C. Broadfoot II --------------------------------- Herbert C. Broadfoot II, as Assignee Sworn to and subscribed before me this 31 day of October, 2000. Denise Legg - ------------------------------------------------- NOTARY PUBLIC My Commission Expires: [SEAL] 5 STATE OF ILLINOIS COUNTY OF COOK AFFIDAVIT OF J. RICHARD WALKER Personally before the undersigned officer duly authorized to administer oaths, appeared J. Richard Walker, who after being duly sworn, upon oath, states as follows: 1. My name is J. Richard Walker. I am over twenty-one (21) years of age, I am not suffering from any civil disabilities and I am capable of making this Affidavit. 2. I am the Executive Vice President and Chief Financial Officer of Altiva Financial Corporation. 3. This Affidavit is given based upon my personal knowledge of the facts set forth and in support of that certain Deed of Assignment for the Benefit of Creditors, hereinafter "Assignment," made the 31st day of October, 2000, between Altiva Financial Corporation, Assignor, and Herbert C. Broadfoot II as Assignee. 4. To the best of my knowledge and belief, the Assignment conveys all property held, claimed, or owned by Assignor at the time of making the Assignment. 5. To the best of my knowledge and belief, all recitals and all estimates of totals and values therein and all lists of creditors are true. 6. To the best of my knowledge and belief, the debts set out as due to any preferred creditors are bona fide just, due, and unpaid. 6 7. The Assignment is not made for the purpose of hindering, delaying, or defrauding creditors. FURTHER AFFIANT SAYETH NOT. /s/ J. Richard Walker - ----------------------------------------- J. Richard Walker Sworn to and subscribed before me this 31 day of October, 2000. Dolores J Janis - ------------------------------------------------- NOTARY PUBLIC My Commission Expires: 3/1/01 [SEAL] 2 -----END PRIVACY-ENHANCED MESSAGE-----