-----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, H4KmNMOoRullCs1Pq1Sk2/TYKUfoAs9FrD0nnPxFcj+7SbzXFYkv/n33CbuVuhRH Pt96tlOJKKODrZKifDuEbQ== 0000909654-98-000008.txt : 19980116 0000909654-98-000008.hdr.sgml : 19980116 ACCESSION NUMBER: 0000909654-98-000008 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980115 EFFECTIVENESS DATE: 19980115 SROS: NASD 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: S-8 SEC ACT: SEC FILE NUMBER: 333-44307 FILM NUMBER: 98507579 BUSINESS ADDRESS: STREET 1: 10540 N MAGNOLIA ACE STREET 2: UNIT B CITY: RIVERSIDE STATE: CA ZIP: 92503 BUSINESS PHONE: 9098869751 MAIL ADDRESS: STREET 1: 1598 EAST HIGHLAND AVENUE CITY: SAN BERNADINO STATE: CA ZIP: 92404 S-8 1 1 As filed with the Securities and Exchange Commission on January 15, 1998 Registration No. 333-_____ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LIFE FINANCIAL CORPORATION (exact name of registrant as specified in its certificate of incorporation) DELAWARE 6035 33-0743196 (state or other jurisdiction of (Primary Standard (IRS Employer incorporation or organization) Classification Code Number) Identification No.) 10540 MAGNOLIA AVENUE UNIT B RIVERSIDE, CALIFORNIA 92505 (909) 637-4000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) LIFE FINANCIAL CORPORATION 401(K) SAVINGS PLAN (Full Title of the Plan) -------------------------------------- DANIEL L. PERL COPIES TO: PRESIDENT AND CHIEF EXECUTIVE OFFICER MARY M. SJOQUIST, ESQUIRE LIFE FINANCIAL CORPORATION LESLIE MURPHY, ESQUIRE 10450 MAGNOLIA AVENUE, UNIT B MULDOON, MURPHY & FAUCETTE RIVERSIDE, CALIFORNIA 92505 5101 WISCONSIN AVENUE, N.W. (909) 637-4000 WASHINGTON, DC 20016 (202) 362-0840 (Name, address, including zip code, and telephone number, including area code, of agent for service) APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. / X / ----
=================================================================================================== Title of each Class of Amount to be Proposed Purchase Estimated Aggregate Registration Securities to be Registered Registered Price Per Share(1) Offering Price(2) Fee - --------------------------------------------------------------------------------------------------- Common Stock $.01 par Value 463,158 Shares $11 7/8 $5,500,001 $1,623 - --------------------------------------------------------------------------------------------------- Participation Interests (3) $5,500,001 (4) ===================================================================================================
(1)The closing price of the common stock of LIFE Financial Corporation (the "Common Stock") on the Nasdaq National Market on January 9, 1998 in accordance with Rule 457(c) under the Securities Act of 1933, as amended (the "Securities Act"). (2)Estimated solely for the purpose of calculating the registration fee. (3)In addition, pursuant to Rule 416(c) under the Securities Act, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. (4)The securities of LIFE Financial Corporation (the "Company" or the "Registrant") to be purchased by LIFE Financial Corporation 401(k) Savings Plan are included in the amount shown for Common Stock. Accordingly, pursuant to Rule 457(h)(2), no separate fee is required for the participation interests. In accordance with Rule 457(h) under the Securities Act, the registration fee has been calculated on the basis of the number of shares of Common Stock that may be purchased with the current assets of such Plan. THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE "SECURITIES ACT") AND 17 C.F.R. SS.230.462. Number of Pages 16 Exhibit Index begins on Page 10 1 2 LIFE FINANCIAL CORPORATION PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS ITEMS 1 & 2. The documents containing the information for LIFE Financial Corporation 401(k) Savings Plan ("401(k) Plan") required by Part I of the Registration Statement will be sent or given to the participants in the 401(k) Plan as specified by Rule 428(b)(1). Such documents are not filed with the Securities and Exchange Commission (the "SEC") either as a part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 in reliance on Rule 428. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed or to be filed with the SEC are incorporated by reference in this Registration Statement: (a) The Company's Prospectus initially filed in a Registration Statement on Form S-4, which includes the statements of financial condition of the Bank as of March 31, 1997 and December 31, 1996 and 1995, and the related statements of operation, stockholders' equity and cash flows for the three months ended March 31, 1997 and 1996, and for each of the years in the three-year period ended December 31, 1996, together with the related notes (File No. 333-20497), as filed with the SEC on January 27, 1997, as amended, and as declared effective on June 11, 1997. (b) The Form 10-Q reports filed by the Company for the fiscal quarters ended June 30, 1997 and September 30, 1997 (File No. 0-22193), filed with the SEC on August 14, 1997 and November 14, 1997, respectively. (c) The description of the Company's Common Stock contained in the Registrant's Form 8-A (File No. 0-22193), as filed with the SEC pursuant to Section 12(g) of the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 12b-15 promulgated thereunder on June 6, 1997 and declared effective on June 11, 1997, as incorporated by reference from the Company's Prospectus in the Registration Statement on Form S-4 (SEC File No. 333-20497) declared effective on June 11, 1997. (d) All documents filed by the Company and the 401(k) Plan, where applicable, pursuant to Section 13(a) and (c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment which deregisters all securities then remaining unsold. ANY STATEMENT CONTAINED IN THIS REGISTRATION STATEMENT, OR IN A DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN, SHALL BE DEEMED TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION STATEMENT TO THE EXTENT THAT A STATEMENT CONTAINED HEREIN, OR IN ANY OTHER SUBSEQUENTLY FILED DOCUMENT WHICH ALSO IS INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN, MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY SUCH STATEMENT SO MODIFIED OR SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED, TO CONSTITUTE A PART OF THIS REGISTRATION STATEMENT. 2 3 ITEM 4. DESCRIPTION OF SECURITIES The Common Stock to be offered pursuant to the 401(k) Plan has been registered pursuant to Section 12 of the Exchange Act. Accordingly, a description of the Common Stock is not required herein. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL None. The statements of financial condition of the Bank as of December 31, 1996 and the related statements of operation, stockholders' equity and cash flows for the year ended December 31, 1996, together with the related notes and the report of Deloitte & Touche LLP, independent certified public accountants, dated February 7, 1997 incorporated by reference in this Registration Statement, have been incorporated herein in reliance upon the authority of said firm as experts in accounting and auditing. The statements of financial condition of the Bank as of December 31, 1995 and the related statements of operation, stockholders' equity and cash flows for the year ended December 31, 1995, together with the related notes and the report of Grant Thornton LLP, independent certified public accountants, dated February 8, 1996 incorporated by reference in this Registration Statement, have been incorporated herein in reliance upon the authority of said firm as experts in accounting and auditing. The statements of operation, stockholders' equity and cash flows for the year ended December 31, 1994, together with the related notes and the report of Price Waterhouse LLP, independent certified public accountants, dated January 31, 1995 incorporated by reference in this Registration Statement, have been incorporated herein in reliance upon the authority of said firm as experts in accounting and auditing. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Directors and officers of the Registrant are indemnified and held harmless against liability to the fullest extent permissible by the general corporation law of Delaware as it currently exists or as it may be amended provided any such amendment provides broader indemnification provisions than currently exists. This indemnification applies to the Board of Directors who administer the 401(k) Plan. In accordance with the General Corporation Law of the State of Delaware (being Chapter 1 of Title 8 of the Delaware Code), Articles 10 and 11 of the Registrant's Certificate of Incorporation provide as follows: TENTH: A. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she is or was a Director or an Officer of the Corporation or is or was serving at the request of the Corporation as a Director, Officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an "indemnitee"), whether the basis of such proceeding is alleged action in an official capacity as a Director, Officer, employee or agent or in any other capacity while serving as a Director, Officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section C hereof with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify 3 4 any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. B. The right to indemnification conferred in Section A of this Article TENTH shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an "advancement of expenses"); provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a Director or Officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, services to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a "final adjudication") that such indemnitee is not entitled to be indemnified for such expenses under this Section or otherwise. The rights to indemnification and to the advancement of expenses conferred in Sections A and B of this Article TENTH shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a Director, Officer, employee or agent and shall inure to the benefit of the indemnitee's heirs, executors and administrators. C. If a claim under Section A or B of this Article TENTH is not paid in full by the Corporation within sixty days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expenses of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article TENTH or otherwise shall be on the Corporation. D. The rights to indemnification and to the advancement of expenses conferred in this Article TENTH shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation's Certificate of Incorporation, Bylaws, agreement, vote of stockholders or Disinterested Directors or otherwise. E. The Corporation may maintain insurance, at its expense, to protect itself and any Director, Officer, employee or agent of the Corporation or subsidiary or Affiliate or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law. F. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent 4 5 of the provisions of this Article TENTH with respect to the indemnification and advancement of expenses of Directors and Officers of the Corporation. ELEVENTH: - -------- A Director of this Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director, except for liability (i) for any breach of the Director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the Director derived an improper personal benefit. If the Delaware General Corporation Law is amended to authorize corporate action further eliminating or limiting the personal liability of Directors, then the liability of a Director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended. Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a Director of the Corporation existing at the time of such repeal or modification. The Registrant is also permitted to maintain directors' and officers' liability insurance covering its directors and officers and has obtained a directors' and officers' liability and corporation reimbursement policy which (subject to certain limits and deductibles) (i) insures officers and directors of the Registrant against loss arising from certain claims made against them by reason of their being such directors or officers, and (ii) insures the Registrant against loss which it may be required or permitted to pay as indemnification due its directors or officers for certain claims. Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Securities Act") may be permitted to directors, officers or persons controlling the Registrant, the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. LIST OF EXHIBITS. The following exhibits are filed with or incorporated by reference into this Registration Statement on Form S-8 (numbering corresponds generally to Exhibit Table in Item 601 of Regulation S-K): 4 Stock Certificate of LIFE Financial Corporation1 8 Tax Opinion not required. The Registrant has submitted or hereby undertakes to submit the 401(k) Plan and any amendment thereto to the Internal Revenue Service ("IRS") in a timely manner and has made or will make all changes required by the IRS in order to qualify the plan. 23.1 Consent of Grant Thornton LLP 23.2 Consent of Price Waterhouse LLP 23.3 Consent of Deloitte & Touche LLP 5 6 24 Power of Attorney is located on the signature pages. - -------------------------- 1 Incorporated herein by reference from the Exhibit of the same number contained in the Registration Statement on Form S-4 (SEC No. 333-20497), as amended, filed with the SEC on January 27, 1997 and declared effective on June 11, 1997. ITEM 9. UNDERTAKINGS The undersigned Registrant hereby undertakes: (1) To file, during any period in which it offers or sells securities, a post-effective amendment to this Registration Statement to: (i) Include any Prospectus required by Section 10(a)(3) of the Securities Act; (ii) Reflect in the Prospectus any facts or events which, individually or together, represent a fundamental change in the information in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) Include any additional or changed material information on the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement unless the information required by (i) and (ii) is contained in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference into this Registration Statement; (2) For determining liability under the Securities Act, to treat each post-effective amendment as a new Registration Statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering thereof. (3) To file a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the Offering. (4) That, for purposes of determining any liability under the Securities Act, each filing of the Registrant's or the Plan's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or 6 7 controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 7 8 CONFORMED SIGNATURES Pursuant to the requirements of the Securities Act, LIFE Financial Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on January 15, 1998. LIFE FINANCIAL CORPORATION By: /s/ Daniel L. Perl ---------------------------------- Daniel L. Perl President, Chief Executive Officer and Director Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Daniel L. Perl and L. Bruce Mills, Jr. and each of them as the true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign any or all amendments to the Form S-8 Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, respectively, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and things requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Name Title Date ---- ----- ---- /s/ Daniel L. Perl President, Chief January 15, 1998 - --------------------- Executive Officer and Director Daniel L. Perl (principal executive officer) /s/ L. Bruce Mills, Jr. Executive Vice President, January 15, 1998 - ----------------------- Chief Financial Officer, L. Bruce Mills, Jr. Treasurer and Secretary (principal financial and accounting officer) /s/ Ronald G. Skipper Chairman of the Board January 15, 1998 - ------------------------ Ronald G. Skipper /s/ John D. Goddard Director January 15, 1998 - ------------------------ John D. Goddard 8 9 /s/ Milton E. Johnson Director January 15, 1998 - ----------------------- Milton E. Johnson - ----------------------- __________, 1998 Robert K. Riley THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the 401(k) Plan) have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on January 15, 1998. LIFE Financial Corporation 401(k) Plan By: /s/ L. Bruce Mills --------------------------------------------- L. Bruce Mills Trustee 9 10 EXHIBIT INDEX
Sequentially Numbered Page Exhibit No. Description Method of Filing Location - ------------ ------------------ -------------------------------------------------- ---------- 4 Stock Certificate of Incorporated herein by reference from the Exhibits -- LIFE Financial of the Registrant's Registration Statement on Form Corporation S-4 filed with the SEC on January 27, 1997 and declared effective on June 11, 1997. 23.1 Consent of Grant Filed herewith. 12 Thornton LLP 23.2 Consent of Price Filed herewith. 14 Waterhouse LLP 23.3 Consent of Deloitte Filed herewith. 16 & Touche LLP 24 Power of Attorney Located on the signature page. --
EX-23.1 2 1 EXHIBIT 23.1 CONSENT OF GRANT THORNTON LLP 2 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We have issued our report dated February 8, 1996 (except for the "Earnings per share" paragraph of Note 1, as to which the date is June 30, 1997) accompanying the financial statements of LIFE Financial Corporation (formerly Life Savings Bank, Federal Savings Bank) appearing in Life Financial Corporation's Registration Statement on Form S-4 (File No. 333-20497), which is incorporated by reference in this Registration Statement on Form S-8 (Life Financial Corporation 401(k) Savings Plan). We consent to the incorporation by reference in the Registration Statement on Form S-8 of the aforementioned report. /s/ Grant Thornton LLP Irvine, California January 8, 1998 EX-23.2 3 1 EXHIBIT 23.2 CONSENT OF PRICE WATERHOUSE LLP 2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of Life Financial Corporation of our report dated January 31, 1995, appearing on page F-1 of the Registration Statement on Form S-4 (File No. 333-20497) relating to the financial statements Life Savings Bank, Federal Savings Bank for the year ended December 31, 1994. We also consent to the reference to us under the heading "Experts" in the Registration Statement. /s/ Price Waterhouse LLP PRICE WATERHOUSE LLP Los Angeles, California January 7, 1998 EX-23.3 4 1 EXHIBIT 23.3 CONSENT OF DELOITTE & TOUCHE LLP 2 EXHIBIT 23.3 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of LIFE Financial Corporation on Form S-8 of our report dated February 7, 1997 (March 14, 1997 as to Note 16) on the financial statements of Life Savings Bank, Federal Savings Bank, appearing in Form S-4 of LIFE Financial Corporation dated June 11, 1997. /s/ Deloitte & Touche LLP Costa Mesa, California January 6, 1998 -----END PRIVACY-ENHANCED MESSAGE-----