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<SEC-DOCUMENT>0000318673-05-000026.txt : 20050811
<SEC-HEADER>0000318673-05-000026.hdr.sgml : 20050811
<ACCEPTANCE-DATETIME>20050811113702
ACCESSION NUMBER:		0000318673-05-000026
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20050722
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20050811
DATE AS OF CHANGE:		20050811

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SECURITY NATIONAL FINANCIAL CORP
		CENTRAL INDEX KEY:			0000318673
		STANDARD INDUSTRIAL CLASSIFICATION:	FINANCE SERVICES [6199]
		IRS NUMBER:				870345941
		STATE OF INCORPORATION:			UT
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-09341
		FILM NUMBER:		051015604

	BUSINESS ADDRESS:	
		STREET 1:		PO BOX 57220
		CITY:			SALT LAKE CITY
		STATE:			UT
		ZIP:			84157
		BUSINESS PHONE:		8012641060

	MAIL ADDRESS:	
		STREET 1:		PO BOX 57220
		CITY:			SALT LAKE CITY
		STATE:			UT
		ZIP:			84157

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SNL FINANCIAL CORP
		DATE OF NAME CHANGE:	19910401
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>snfc8k0605.txt
<TEXT>

                       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): July 22, 2005



                     SECURITY NATIONAL FINANCIAL CORPORATION
             (Exact name of registrant as specified in this Charter)



      Utah                              0-9341                  87-0345941
- ------------------                  ---------------            -----------
(State or other jurisdiction of  (Commission File Number)     (IRS Employer
 incorporation)                                            Identification No.)



         5300 South 360 West,  Salt Lake City, Utah                84123
         ------------------------------------------             ----------
         (Address of principal executive offices)               (Zip Code)



         Registrant's Telephone Number, Including Area Code:   (801) 264-1060
                                                               --------------





                                 Does Not Apply
          (Former name or former address, if changed since last report)

                                       -1-

<PAGE>


ITEM 8. Other Events

Acquisition of Memorial Insurance Company of America.

     On July 22, 2005,  Security National Financial  Corporation (the "Company")
entered  into a letter of intent  with  Memorial  Insurance  Company  of America
("Memorial  Insurance  Company"),  an Arkansas domiciled  insurance company,  to
purchase all of the  outstanding  shares of common  stock of Memorial  Insurance
Company.  Under the terms of the letter of intent,  the stockholders of Memorial
Insurance  Company are to receive  $13,500,000 in  consideration  for all of the
outstanding common shares of Memorial  Insurance Company,  with each stockholder
to receive a prorata  share of the total amount of the  purchase  consideration.
The stockholders are to receive a total $13,500,000 for their shares by means of
capital  distribution,  stock purchase,  stock buyback, or similar transactions,
with the Company simultaneously  contributing  sufficient capital and surplus to
Memorial Insurance Company to maintain its status as an admitted insurer in good
standing in the state of Arkansas.

     As of December 31, 2004, Memorial Insurance Company had 100,170 policies in
force and 50 agents.  For the year ended December 31, 2004,  Memorial  Insurance
Company had revenues of $5,219,000 and net income of $2,267,000.  As of December
31, 2004, the statutory assets and the capital and surplus of Memorial Insurance
Company were $45,065,000 and $13,411,000, respectfully.

     Contemporaneously   with  the  completion  of  the  transaction   with  the
stockholders  of  Memorial  Insurance  Company,  the  letter of intent  requires
Memorial Insurance Company to coinsure  substantially all of its business to the
Company.  The  coinsurance  agreement is required to have terms  standard in the
industry for such agreements, and is to include a tri-party collateral provision
regarding  the assets  funding  the  reserves.  The  parties to the  coinsurance
agreement  are to consist of the  Company,  Memorial  Insurance  Company and the
Arkansas  Insurance  Department.  Any  future  insurance  business  by  Memorial
Insurance Company will be covered by this coinsurance agreement.

     Additionally,  Memorial Insurance Company agrees in the letter of intent to
make its marketing sales personnel available to the Company for hire.  Moreover,
the  Company  agrees to maintain  the  corporate  offices of Memorial  Insurance
Company  at  its  current  location.  The  Company  anticipates  completing  the
transaction no later than October 30, 2005.

     The obligations of the Company and Memorial  Insurance  Company to complete
the transaction are contingent upon satisfaction of the following conditions:



<PAGE>

o    A complete and satisfactory review by the Company of the books, records and
     business of Memorial Insurance Company, with such review to be completed by
     August 12, 2005.

o    Execution  and delivery of a definitive  agreement  between the Company and
     Memorial Insurance Company;

o    Approval  and adoption of the letter of intent by the Board of Directors of
     the Company and Memorial Insurance Company;

o    Approval  of  the   transaction  by  any  regulatory   authorities   having
     jurisdiction over the Company and Memorial Insurance Company, including the
     insurance departments of the states of Arkansas and Utah;

<PAGE>

ITEM 9.01.  Financial Statements and Exhibits

         (c)  Exhibits

          10.1 Letter of Intent between Security National Financial  Corporation
          and Memorial Insurance Company of America.



<PAGE>

                                   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.


                     SECURITY NATIONAL FINANCIAL CORPORATION
                                 (Registrant)



Date: August 10, 2005             By: /s/ Scott M. Quist
                                          --------------
                                          Scott M. Quist
                                          President and Chief Operating Officer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>ltrint.txt
<TEXT>
                                 July 11, 2005



Mr. Larry Perrin
Shareholders of Memorial Insurance Company of America
Memorial Insurance Company of America
PO Box 505
634 Main Street,
Blytheville, Arkansas 72316-0505

Dear Sirs:

     By this letter  Security  National  Financial  Corporation,  including  its
subsidiaries,  expresses its intention to acquire,  as outlined below,  Memorial
Insurance Company of America agrees to the transactions contemplated herein, and
the  Shareholders,  as evidenced by their signatures  attached  hereto,  express
their intention to sell, redeem,  exchange, or otherwise convey, all their stock
in  Memorial  Insurance  Company  of  America  under  the  following  terms  and
conditions.

     The  Shareholders  shall receive  $13,500,000  for 100% of the  outstanding
common stock of Memorial,  each  shareholder  to receive their pro-rata share of
the total amount. The Shareholders shall receive $13,500,000 which shall be made
by capital  distribution,  stock buy back, purchase of similar transactions with
Security National simultaneously  contributing sufficient capital and surplus to
Memorial to maintain its status as an admitted  insurer in good  standing in the
State of Arkansas.  The Shareholders  shall make all reasonable  efforts to keep
Memorial's business in force.

     Simultaneous  with the  receipt  of the  above  funds by the  Shareholders,
conveyance of stock, and  simultaneous  recapitalization  of Memorial,  Memorial
will coinsure, on a permanent basis,  substantially all its business to Security
National Life Insurance  Company.  This  coinsurance  agreement is to have terms
standard in the industry  for such  agreements,  and shall  include a tri- party
collateral  provision regarding the assets funding the reserves,  the parties of
the agreement are to be Memorial,  Security National, and the Arkansas Insurance
Department.  Future  business to be written by Memorial shall be covered by this
coinsurance agreement.

     Memorial,  consistent with the intentions of this letter and the agreements
contemplated herein, shall make available for hire, to the extent possible,  the
marketing force associated with its business. Security National hereby expresses
its intention to maintain the current office location of Memorial.

     The parties agree that this Letter of Intent shall be used in preparing the
definitive  documents needed to memorialize the agreements  contemplated  herein
and all needed  regulatory  filings.  Such  definitive  documents  shall contain
representations  and warranties  customary for such transactions to include that
its financial  condition is accurately  represented in its statements.  Memorial
acknowledges  that Security  National has not completed its due diligence review
of the transactions and business to be acquired as contemplated herein. Memorial
agrees to make  available  all records,  personnel,  systems,  or other items or
resources  it has to  Security  National  such  that  the due  diligence  can be
completed.  Such due  diligence  shall be  completed  within  three weeks of the
signing hereof of at least 80% of the outstanding  shares.  Each party will bear
its own costs.


<PAGE>


Memorial Insurance Company of America Letter of Intent p.2 of 3



     This letter of intent and the transactions  contemplated herein are subject
to the approval of the  respective  Boards of Directors of Memorial and Security
National, which agreement the parties agree to use their best efforts to obtain.
Furthermore,  the transactions contemplated herein are contingent upon obtaining
regulatory approval of the states of Arkansas and Utah, and any other regulatory
bodies that may have jurisdiction over the matters.

     Please  indicate your acceptance of the terms and conditions of this Letter
of Intent as provided herein by signing the signature lines below. Assuming your
acceptance  of this letter,  we hope to close no later than October 30, 2005, or
within 5 business  days of this  transaction  receiving  the  needed  regulatory
approvals. This letter shall be valid for 8 business days from the date hereof.

         Very Truly Yours:

         Security National Financial Corporation





         By:      Scott M. Quist, President


Accepted:

- ------------------------------------
Memorial Insurance Company of America


- ------------------------------------    -------------------------------
Shareholder  Signature                  Shareholder Printed


- -----------------------------------     -------------------------------
Shareholder  Signature                  Shareholder Printed


- ------------------------------------    -------------------------------
Shareholder  Signature                  Shareholder Printed


- ------------------------------------    -------------------------------
Shareholder  Signature                  Shareholder Printed




<PAGE>


Memorial Insurance Company of America Letter of Intent p.3 of 3


- -----------------------------------      -------------------------------
Shareholder  Signature                   Shareholder Printed



- ------------------------------------    -------------------------------
Shareholder  Signature                  Shareholder Printed



- -----------------------------------      -------------------------------
Shareholder  Signature                   Shareholder Printed



- ------------------------------------     -------------------------------
Shareholder  Signature                   Shareholder Printed



- -----------------------------------      -------------------------------
Shareholder  Signature                   Shareholder Printed
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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