Amended Current Report Filing (8-k/a)
February 26 2020 - 4:47PM
Edgar (US Regulatory)
Item 2.01 Completion of Acquisition or Disposition of Assets.
This Amendment No. 1 to Current Report on Form 8-K/A (“Amendment”) is being filed by Security National Financial Corporation (the “Company”) solely for the
purpose of amending and supplementing Item 9.01 of that certain Current Report on Form 8-K originally filed by the Company with the Securities and Exchange Commission (“SEC”) on December 13, 2019 (the “Original Form 8-K”) in connection with the
acquisition by the Company, and its wholly-owned subsidiary, Security National Life Insurance Company (“Security Life”) of all of the outstanding shares of stock of Kilpatrick Life Insurance Company and its wholly-owned subsidiaries, (collectively,
“Kilpatrick Life”) pursuant to the terms of a Stock Purchase Agreement (the “Purchase Agreement”) entered into on October 11, 2019. The transactions contemplated by the Purchase Agreement were completed on December 13, 2019, and Kilpatrick Life
became a subsidiary of the Company. As indicated in the Original Form 8-K, this Amendment is being filed to provide the information required by Item 9.01(a) of Form 8-K, which was not previously filed with the Original Form 8-K, and is permitted to
be filed by amendment no later than 71 calendar days after the date the Original Form 8-K was required to be filed with the SEC. The financial statement and information filed within this Form 8-K/A should be read in conjunction with the Original
Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The following financial statement of Kilpatrick Life is being filed as an exhibit to this Amendment and is incorporated by reference herein:
Exhibit 99.1 – Kilpatrick Life’s Statement of Assets Acquired and Liabilities Assumed, including the report of independent auditors, as of December 13,
2019. Pursuant to a letter dated November 7, 2019 from the Securities and Exchange Commission (the “Commission”), the Commission stated that it would permit the substitution of an audited statement of assets acquired and liabilities assumed on the
basis of the allocation of the purchase price for Kilpatrick Life in lieu of historical audited consolidated financial statements of Kilpatrick Life required by Rule 3-05 and Article 11 of Regulation S-X.
(d) Exhibits.
Exhibit No.
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Description
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23.1
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Consent of Independent Auditors
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99. 1
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Statement of Assets Acquired and Liabilities Assumed
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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.
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Security National Financial Corporation
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Date: February 26, 2020
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By: /s/ Scott M. Quist
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Scott M. Quist
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Chairman, President and Chief Executive Officer
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(Principal Executive Officer)
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