Life Financial Corp.
Ticker:LFCO 4115 Tigris Way
Exchange:NASDAQ-National Market Riverside, CA 95203
Industry:Financial (SIC Code 6035) (800) 448-2265

Offering Information
Type of Shares:Common Shares Filing Date:1/27/97
U.S. Shares:2,900,000 Offer Date:6/25/97
Non-U.S. Shares:0 Filing Range:$10.00 - $12.00
Primary Shares:2,900,000 Offer Price:$11.00
Secondary Shares:0 Gross Spread:
Offering Amount: $31,900,000 Selling:$0.45
Expenses: - Reallowance:
Shares Out After:5,711,716

Primary Underwriting Group
ManagerTierPhone
Keefe, Bruyette & Woods, Inc.Lead Manager (212) 323-8470

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Muldoon, Murphy & Faucette
Bank's Law Firm: Manatt, Phelps and Phillips
Auditor: Grant Thornton
Registrar/Transfer Agent: Wells Fargo Bank

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
9 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 9/30/96 9/30/95 9/30/96
Revenue:$9.85$9.19$7.36Assets:$84.40
Net Income:$0.52$0.17$0.20Curr Assets:
EPS:$0.16$0.05$0.06Liabilities:$76.46
Prior EPS:-$0.21-$5.55$0.69Curr Liabilities:
Cash Flow/Oper:Equity:$7.94
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company originates, purchases, sells and services non-conventional mortgage loans principally secured by first and second mortgages on one- to four-family residences. The company focuses on loans for the purchase or refinancing of residential real property by borrowers who, because of prior credit problems or the absence of a credit history, are considered "sub-prime borrowers" and on other non-conforming loans. The company also originates debt consolidation loans for borrowers who qualify for Federal National Mortgage Association and Federal Home Loan Mortgage Corporation loans. The company purchases and originates mortgage loans and other real estate secured loans through a network of approved correspondents and mortgage brokers on a nationwide basis, as well as through the Bank's Retail Lending Division. The company generally retains the majority of the servicing rights to the loans sold or securitized and may sell servicing rights at a later date depending on market opportunities. In addition, the company purchases and originates for resale in the secondary market, smaller real estate and multi-family mortgage loans.

Use of Proceeds
The proceeds from the proposed offering will be used to acquire Residuals from the bank, acquire an interest in or establish a subsidiary for the purpose of providing short term warehouse lines of credit, downstream proceeds to the bank as necessary to fund additional purchases of loans and fund general business activities, including possible acquisitions of related businesses as opportunities arise.

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