UNITED STATES
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): May 19, 2015
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 1.03 | Bankruptcy or Receivership. |
On May 19, 2015, Life
Partners, Inc., a Texas corporation (“LPI”), and LPI Financial Services, Inc., a Texas corporation (“LPIFS”),
each of which is a direct or indirect subsidiary of Life Partners Holdings, Inc. (the “Company”), filed
voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”)
in the United States Bankruptcy Court for the Northern District of Texas (the “Bankruptcy Court”). As
previously disclosed in its Current Report on Form 8-K filed on January 26, 2015, the Company filed a voluntary petition for relief
(Case No. 15-40289) under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court on January 20, 2015. On March 13, 2015, H.
Thomas Moran II was appointed as Chapter 11 Trustee for the Company and will continue to occupy that role. He has also been named
the sole director of LPI and LPIFS, who will operate as “debtors-in-possession” under the jurisdiction of the Bankruptcy
Court and in accordance with the applicable provisions of the Bankruptcy Code.
| Item 7.01 | Regulation FD Disclosure. |
On May 20, 2015, the
Chapter 11 Trustee of Life Partners Holdings, Inc., H. Thomas Moran II (the “Trustee”), who is also the
sole director of LPI and LPIFS, released the press release 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. |
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: May 20, 2015 |
By: |
/s/ Colette Pieper |
| |
|
Colette Pieper
President and Chief Executive Officer |
INDEX TO EXHIBITS
Exhibit 99.1
Subsidiaries of Life Partners Holdings,
Inc. File for Chapter 11 Bankruptcy Protection
WACO, Texas – May 20, 2015 –
Life Partners Holdings, Inc. (Nasdaq Global Select: LPHI), today announced that on May 19, 2015 Life Partners, Inc. and LPI
Financial Services, Inc., direct and indirect subsidiaries of the Company, filed voluntary petitions for relief under Chapter 11
of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Northern
District of Texas (the “Bankruptcy Court”). The subsidiaries will operate as “debtors-in-possession” under
the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code.
Mr. H. Thomas Moran II, sole director of
the subsidiary debtors, stated, “After careful consideration, we concluded that filing for Chapter 11 was the appropriate
course of action for Life Partners, Inc. and LPI Financial Services, Inc. I will work towards maximizing the value of their assets
and the overall enterprise.”
For additional information and inquiries about these cases,
please visit http://dm.epiq11.com/LFP or call 866-841-7869.
Safe Harbor
SAFE HARBOR STATEMENT UNDER THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995: This news release contains forward-looking statements as that term is defined in the
Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements that relate to the intent,
beliefs, plans or expectations of the Company, its management or the Chapter 11 Trustee, as well as any estimates or projections
for the outcome of events that have not yet occurred at the time of this news release. All statements other than statements of
historical fact are forward-looking statements. All forward-looking statements made by the Company or the Chapter 11 Trustee are
predictions and not guarantees of future performance, involve material risks and uncertainties and are subject to change based
on factors that are difficult to predict and that may be beyond the control of the Company or the Chapter 11 Trustee. Such factors
include, but are not limited to: those described under the “Risk Factors” section in the Company’s past filings
with the Securities and Exchange Commission; the risk that the Company may not be able to successfully execute its strategic steps,
including for reasons outside of the control of the Company or the Chapter 11 Trustee; risks and uncertainties relating to the
bankruptcy filing by the Company, including but not limited to, (i) the Company’s ability to obtain Bankruptcy Court approval
with respect to motions in the Chapter 11 cases including maintaining strategic control as debtor-in-possession, (ii) the ability
of the Company and its subsidiaries to prosecute, develop and consummate a plan of reorganization, (iii) the effects of the Company’s
bankruptcy filing on the Company and on the interests of various constituents, (iv) Bankruptcy Court rulings in the Chapter 11
cases as well the outcome of all other pending litigation and the outcome of the Bankruptcy case in general, (v) the length of
time the Company will operate under the Chapter 11 protection, (vi) risks associated with third party motions in the Chapter 11
cases, which may interfere with the Company’s ability to develop and consummate a plan of reorganization, (vii) the potential
adverse effects of the Chapter 11 proceedings on the Company’s liquidity or results of operations, (viii) the adverse effects
of the Chapter 11 proceedings on regulatory and licensing agencies of our primary operating subsidiary, Life Partners, Inc., and
(ix) increased legal costs to execute the Company’s reorganization, and other risks and uncertainties. The Company cautions
that trading in the Company’s securities during the pendency of the Chapter 11 cases is highly speculative and poses substantial
risks. A plan of reorganization could result in the Company’s outstanding common stock to be diluted or extinguished and
the holders of the Company’s common stock may not receive any consideration. Accordingly, the Company’s future performance
and financial results may differ materially and/or adversely from those expressed or implied in any such forward-looking statements.
You should not place undue reliance on forward-looking statements. The Company will not undertake to publicly update or revise
its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied
therein will not be realized.
Contact:
Life Partners Holdings, Inc.
H. Thomas Moran II, Chapter 11 Trustee
questions@lphitrustee.com
www.lphitrustee.com
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