LPHI (MM)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 17, 2015

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LIFE PARTNERS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Texas	0-7900	74-2962475
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

 

204 Woodhew Waco, Texas	76712
(Address of principal executive offices)	(Zip Code)

 

Registrant’s telephone number, including area code: (254) 751-7797

___________________

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 7.01

Regulation FD Disclosure.

 

On April 9, 2015, the Chapter 11 Trustee of Life Partners Holdings, Inc., H. Thomas Moran II (the “Trustee”), suspended all company activities related to the resale of positions, including the suspension of the re-sale market known as “LP Market.” LP Market served as a password-protected, limited access, web-based platform where investors in life settlement policies could place their positions for sale to a third party.

 

The Trustee continues to investigate the business and determine whether the LP Market may be reopened in the future. Should a determination be made to re-open the LP Market, the Trustee will make an announcement.

 

Life Partners Holdings, Inc. (“LPHI”) also updated its website, www.lphi.com, to include a link to the LPHI Trustee’s website at www.lphitrustee.com. The www.lphi.com website continues to provide access to all of LPHI’s historical Securities and Exchange Commission filings.

 

On April 17, 2015, the Trustee released the FAQ set forth on Exhibit 99.1, which is incorporated by reference herein.

 

Limitation on Incorporation by Reference:

 

In accordance with general instruction B.2 of Form 8-K, the information in this Item 7.01 is hereby furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

99.1

LPHI Trustee Website FAQ

 

 

 

 

 

SIGNATURE

 

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.

 

 

	LIFE PARTNERS HOLDINGS, INC.
Date: April 17, 2015	By:	/s/ Colette Pieper
		Colette Pieper
		President and Chief Executive Officer

 

 

 

 

 

INDEX TO EXHIBITS

 

Item	Exhibit
99.1	LPHI Trustee Website FAQ

 

 

 

 

Exhibit 99.1

 

LPHI Trustee Website FAQ

April 16, 2015

 

 

 

The Trustee has compiled the following list of the most frequently asked questions (FAQs) received from life settlement position holders and other parties that have an interest in the Life Partners Holdings, Inc. (LPHI) bankruptcy proceeding. Please review the list, and if your question is not addressed directly, please send your questions to questions@lphitrustee.com. Additional questions will be compiled and, as answers become available, they will be included in future FAQs.

 

 

Life Settlement Policy-Related Questions:

 

1.

Is the Trustee continuing to administer the policies in the ordinary course of business?

 

Yes.

 

2.

Are other life settlement fractional position holders paying premiums?

 

Yes. Premium contributions generally are regularly being made, and it does not appear that abandonment levels have materially changed in the past sixty days versus the prior year.

 

3.

What happens if I don’t pay my premiums?

 

This creates a risk of policies lapsing.

 

4.

Are the premium notices I receive correct?

 

The Trustee is undertaking a thorough evaluation of Life Partners, Inc.’s (or LPI, which is LPHI’s operating subsidiary) premium notice practices, as well as the methods LPI used to determine premium notice amounts.

 

Thus far, the Trustee’s investigation has shown premium payments have been either paid to the insurance carrier or placed with the escrow company.

 

5.

Is the Trustee going to obtain updated or accurate life expectancies for insureds?

 

At this time it would be cost prohibitive to obtain new life expectancies (LEs) for every policy. Some updated life expectancies may be obtained on a case-by-case basis, but at this time there is no plan to update all life expectancies.

 

6.

Are the Dr. Cassidy LEs accurate?

 

In the SEC’s lawsuit, the District Court found that there was ample evidence that the LEs projected by Dr. Cassidy were short.

 

7.

If the Dr. Cassidy LEs are not accurate, then should I conclude that my life settlement interest is worthless?

 

No. The proper valuation of a life settlement involves many factors. While LPI has been criticized for undue reliance upon Dr. Cassidy’s projections, there are other means of underwriting life settlements that have broad support in the industry.

 

 

8.

Are the insureds under the policies still living?

 

The Trustee is reviewing the insured records and the tracking practices of LPI at this time. If any information becomes available indicating that an insured has passed away, LPI will continue its usual practice of pursuing the death benefit claim.

 

9.

Can position holders still list their fractional positions for sale or purchase on the LP Market?

 

No, at this time the LP Market is suspended. The Trustee is continuing his review of LPI’s resale practices and fees.

 

10.

Will I continue to receive invoices for the Ministerial Service Fee?

 

The Trustee is currently evaluating the practice of charging a Ministerial Service Fee. It is likely that a fee will continue to be assessed, but the amount will likely decrease once the Trustee’s review is completed.

 

 

Bankruptcy-Related Questions:

 

11.

Why was the bankruptcy initiated?

 

Prior to the appointment of the Trustee, LPHI stated that it filed for bankruptcy in order to continue its business during its appeal of a judgment entered against it in connection with a lawsuit brought by the Securities and Exchange Commission.

 

12.

Has anything changed at Life Partners, Inc. (LPHI’s operating subsidiary known as LPI) since LPHI went into bankruptcy?

 

Yes. Senior management has changed. After LPHI went into bankruptcy, the Court was asked to appoint a Trustee over the company. In the course of the hearings concerning that request, senior management voluntarily took a reduced role. Then, after the Court appointed a Trustee, other members of senior management were removed from control and the members of the board of directors resigned.

 

13.

Where can I obtain more information regarding the bankruptcy?

 

Updates regarding the bankruptcy proceedings will continue to be posted to www.lphitrustee.com.

 

14.

What changes has the Trustee made to LPI’s business operations?

 

The Trustee has suspended tertiary sales of fractional positions for various reasons. The Trustee is still evaluating whether any additional changes should be made to the business operations.

 

15.

How will LPHI emerge from bankruptcy?

 

LPHI will have to submit a plan to the court to address the claims of its creditors as provided for in the United States Bankruptcy Code. The Bankruptcy Code provides specific requirements for such a plan and a specific procedure for disclosing the terms of the proposed plan to all creditors, for soliciting votes on the plan, and for a hearing concerning whether the plan should be confirmed.

 

 

16.

How is the Trustee being compensated?

 

The Trustee is paid from funds in the bankruptcy estate. His compensation and that of any counsel or other professionals he may retain is subject to the oversight of the Bankruptcy Court and the United States Trustee’s Office.

 

17.

How can I contact the Trustee regarding the bankruptcy?

 

Questions may be sent directly to the Trustee at questions@lphitrustee.com. Please direct questions concerning operational issues such as premiums and billings to LPI Customer Service representatives. Your questions and comments are very helpful to the Trustee as he, his team, and the company work to move LPHI through the bankruptcy process.

 

18.

I own shares of stock in Life Partners Holdings, Inc. (LPHI). Why can I no longer trade this stock on the NASDAQ?

 

NASDAQ notified LPHI in January and February that it was not meeting certain requirements for the listing of its stock on NASDAQ. These deficiencies included: (1) the market value of publicly held shares of LPHI dropping below the required minimum of $5 million for thirty consecutive days; (2) failure to disclose in a timely manner the imposition of the monetary sanctions imposed on the company in the case SEC v. LPHI et al.; and (3) the bid price of LPHI stock dropping below the minimum bid price of $1 per share for the previous 30 consecutive days. In addition, NASDAQ determined that the former executive officers of LPHI filed false and misleading financial statements with the SEC and the history of misconduct by LPHI’s former executive officers constituted public interest concerns that were part of the basis for delisting the stock of LPHI. A hearing was scheduled with NASDAQ for March 19, 2015.

 

After the Trustee was appointed, he reviewed the deficiency notices and evaluated LPHI’s ability to satisfy the deficiencies as required, and determined it was in the company’s best interest to withdraw its appeal of the delisting and canceled the March 19th hearing. As a result, NASDAQ halted trading of LPHI stock on March 30, 2015.

 

Once it is delisted, LPHI’s stock will no longer be traded on NASDAQ and will not be immediately eligible to be quoted on the OTCQX, OTCQB or OTCPink markets. There is no guarantee that LPHI’s stock will ever be eligible to be quoted on such markets or traded on any other market.

 

 

Official Unsecured Creditors Committee-Related:

 

19.

Has an Official Unsecured Creditors Committee been appointed in the case?

 

Yes. The chairman of the committee is:

 

Bert Scalzo

Email: BertScalzo2@gmail.com

 

Please contact Mr. Scalzo by email with any questions and concerns you may have.

 

 

Send additional questions that are not covered here to the Trustee at questions@lphitrustee.com.