UNITED STATES

SECURITIES AND EXCHANGE COMMISSION ~~WASHINGTON, DC 20549~~

WASHINGTON, DC 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): ~~December~~February 12, ~~2009~~2010


REGAN HOLDING CORP.
(Exact name of registrant as specified in its charter)
California	000-19704	68-0211359
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2090 Marina Avenue Petaluma, California 94954 (Address of principal executive offices) (707) 778-8638 (Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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.):

~~[ ]~~o

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

~~[X]~~x

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

~~[ ]~~o

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

~~[ ]~~o

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

Item 1.01. Entry into a Material Definitive Agreement.

On ~~December~~January 129, ~~2009~~2010, Regan Holding Corp. (“Regan”), a California corporation, and The Legacy Alliance, Inc. (“Legacy Alliance”), a Delaware corporation, ~~entered~~executed ~~into~~the anFirst Amendment to the Agreement and Plan of Merger (“~~Merger~~First ~~Agreement~~Amendment”)~~. Pursuant~~, towhich amends the Agreement and Plan of Merger dated December 1, 2009 (“Merger Agreement”) pursuant to which, Regan will merge with and into a newly formed Delaware corporation, Legacy Alliance, with Legacy Alliance surviving the merger (~~the~~ “Reorganization”). ~~Legacy~~For ~~Alliance~~further ~~was~~information ~~formed~~on ~~solely for~~ the ~~purpose~~Merger ofAgreement ~~the Reorganization~~ and ~~has no other assets other than~~ the ~~proceeds necessary to consummate the~~ Reorganization, ~~the~~please ~~principal~~see ~~portion~~Regan’s ofCurrent ~~which~~Report ~~was loaned to Legacy Alliance~~ on anForm ~~unsecured basis by two directors and officers of Regan~~8-K, ~~Lynda~~filed L.on ~~Pitts~~December ~~and R. Preston Pitts. Prior to consummation of the Reorganization~~7, ~~Lynda~~2009 L.with ~~Pitts and R. Preston Pitts will be~~ the ~~sole shareholders of Legacy Alliance. The primary purpose of the Reorganization is to terminate the registration of Regan Common Stock under the~~ Securities and Exchange ~~Act~~Commission ~~of 1934, as amended~~ (~~the~~ “~~Exchange Act~~SEC”) ~~by reducing the total number of record holders from approximately 3~~,~~400~~ ~~holders~~and ~~of Regan Common Stock to less than 300 holders of Legacy Alliance. Such deregistration is expected to result in significant cost savings due to~~ the ~~termination~~Merger ofAgreement ~~the~~filed ~~public~~as ~~company~~Exhibit ~~reporting obligations~~2.1 thereto.

~~Under~~Regan ~~the~~and ~~terms~~Legacy ofAlliance ~~the~~have ~~Merger~~agreed ~~Agreement,~~to ~~any~~amend ~~shareholder~~the ~~who~~Merger isAgreement ~~the~~to ~~record~~provide each holder of ~~less than 4,500~~ shares of Regan ~~Series A~~ Common Stock ~~and/or~~receiving ~~Regan Series B Common Stock (together, “Regan Common Stock”) will receive $0.10 in~~ cash in ~~exchange~~lieu ~~for each share~~ of ~~Regan~~fractional ~~Common~~shares ~~Stock~~but ~~that~~not hereceiving ~~or she owns, and~~ any ~~shareholder~~whole ~~who is the record holder of 4,500 or more~~ shares of ~~Regan~~Legacy Common Stock ~~will~~with ~~receive~~a ~~one~~right ~~share~~to ofacquire ~~Legacy~~a ~~Alliance~~fraction ~~common stock (“Legacy Alliance Common Stock”) for each block~~ of ~~4,500~~a ~~shares~~share of ~~Regan~~Legacy Common Stock ~~that~~equal heto orthe ~~she owns and $0.10 in cash per~~ share ~~for~~fraction ~~any~~such ~~remaining~~holder ~~shares~~would ofotherwise ~~Regan~~have ~~Common~~been ~~Stock~~entitled inhad ~~lieu of any~~ fractional shares ofbeen ~~Legacy~~issued ~~Alliance~~in ~~Common~~the ~~Stock. All~~Merger; ~~stock~~such ~~options~~right orexercisable ~~other~~only ~~rights~~in tothe ~~acquire~~event ~~shares~~ of ~~Regan~~a ~~Common~~public ~~Stock~~offering ~~held~~ by ~~Regan~~Legacy ~~shareholders~~or ~~prior to~~ the ~~effective~~acquisition ~~time~~ of ~~the~~Legacy ~~Reorganization,~~by ~~including~~a ~~any~~public ~~that~~reporting ~~are~~company ~~unvested,~~on ~~will~~or bebefore ~~vested pursuant to~~ the ~~terms~~second anniversary of the ~~Merger~~Closing ~~Agreement~~Date ~~and if unexercised prior to the effective time~~ of the ~~Reorganization, will terminate~~Merger.

The ~~Reorganization~~description ~~has~~contained ~~been~~in ~~unanimously~~this ~~approved~~Item by1.01 ~~the boards~~ of ~~directors~~certain terms of ~~Regan~~the ~~and~~First ~~Legacy~~Amendment ~~Alliance and~~ is ~~subject~~qualified toin ~~customary~~its ~~closing~~entirety ~~conditions,~~by ~~including~~reference to the ~~approval~~full oftext ~~Regan’s shareholders. The directors~~ of ~~Regan hold, in~~ the ~~aggregate~~First Amendment, ~~approximately~~a ~~51%~~copy of ~~the~~which ~~outstanding~~is ~~shares~~attached ofhereto ~~Regan Common Stock (on an~~ as~~-converted~~ ~~basis)~~Exhibit 2. ~~Following~~1 ~~the Reorganization, the officers~~ and ~~directors~~incorporated ofherein ~~Regan~~by ~~will become the officers and directors of Legacy Alliance~~reference.

The Legacy Alliance securities that will be issued in connection with the Reorganization will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), but will be issued in reliance upon the exemption contained in Section 3(a)(10) of the Securities Act. Accordingly, consummation of the Reorganization is conditioned on Legacy Alliance obtaining a permit from the California Commissioner of Corporations to issue the Legacy Alliance Common Stock in connection with the Reorganization following a public hearing to determine the fairness of the proposed transaction pursuant to Sections 25121 and 25142 of the California Corporate Securities Law of 1968.

The foregoing description of the Reorganization and the Merger Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement and as of specified dates, were solely for the benefit of the parties to the Merger Agreement, and may be subject to limitations agreed upon by the contracting parties. The representations and warranties have been made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Regan, Legacy Alliance or any of their respective subsidiaries or affiliates.

Additional Information and Where to Find It

In connection with the Reorganization, Regan intends to file with the ~~Securities and Exchange Commission (the “~~SEC”) a definitive proxy statement on Schedule 14A for solicitation of shareholder approval of the Reorganization. Regan has filed a preliminary proxy statement, which is subject to amendment as necessary to respond to SEC comments. Since the Reorganization will constitute a “going-private” transaction under Rule 13e-3 of the Exchange Act, Regan also ~~intends~~has tofiled ~~file~~ with the SEC a Rule 13e-3 Transaction Statement on Schedule 13E-3, which is subject to amendment as necessary to respond to SEC comments. Before making any voting or investment decision with respect to the Reorganization, investors and shareholders of Regan are urged to read the definitive proxy statement and any other relevant documents carefully when they are available because they will contain important information about Regan, Legacy Alliance and the proposed Reorganization. Investors and shareholders may obtain free copies of these documents when they become available through the SEC’s web site at www.sec.gov. In addition, copies will be available free of charge by submitting a written request to R. Preston Pitts, President, at 2090 Marina Avenue, Petaluma, California 94954.

Participants in the Solicitation

Regan and its officers and directors may be deemed to be participants in the solicitation of proxies for the approval of the Reorganization. Information regarding Regan’s officers and directors, including their holdings of Regan’s securities will be set forth in the proxy statement described above. Additional information is set forth in Regan’s annual report on Form 10-K/A (Amendment No. 1), which is available through the SEC’s web site at www.sec.gov or by submitting a written request to R. Preston Pitts, President, at 2090 Marina Avenue, Petaluma, California 94954.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

2.1 First Amendment to Agreement and Plan of Merger, dated ~~December~~January 129, ~~2009~~2010, between Regan Holding Corp. and The Legacy Alliance, Inc.

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.

REGAN HOLDING CORP.

(Registrant)

Date: ~~December~~February 12, ~~2009~~2010

/s/ R. Preston Pitts

R. Preston Pitts

President, Chief Financial Officer and Chief Operating Officer

Chief Operating Officer

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