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): February 25, 2005
WESTERN STANDARD CORPORATION
------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Wyoming 000-3802 83-0184378
- -------------------------- -------------- -------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
400 East Snow King Avenue
Post Office Box 1846
Jackson, Wyoming 83001
- -------------------------------------------- ------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (307) 773-5200
N/A
-----------------------------------------------------------------------------
(Former name or former address, if changed since last report)
Check the appropriate box 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):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] 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 2.01 Completion of Acquisition or Disposition of Assets
- --------- --------------------------------------------------
On February 25, 2005 (the "Effective Date"), Western Standard Corporation
(the "Company") consummated a merger with LZ Acquisition, Inc. (the "Merger")
pursuant to an Agreement and Plan of Merger by and among the Company, LZ
Acquisition, Inc. and Snow King Interests LLC dated November 15, 2004. The
Merger was approved by the Company's stockholders at a meeting held on February
25, 2005. Upon completion of the Merger, the Company became a wholly owned
subsidiary of Snow King Interests LLC. In the Merger, $0.32 in cash was paid by
Snow King Interests LLC for each share of the Company's common stock outstanding
on the Effective Date (other than shares owned by Snow King Interests LLC or its
affiliates).
Item 9.01. Financial Statements and Exhibits
- ---------
(a) Financial statements of business acquired:
Not applicable
(b) Pro forma financial information:
Not applicable
(c) Exhibits:
Exhibit No. Description of Exhibits
- ----------- -----------------------
2.01 Agreement and Plan of Merger, dated as of November 15, 2004,
by and among Western Standard Corporation, Snow King Interests
LLC and LZ Acquisition, Inc. (incorporated by reference to
Exhibit 9.01 to the Company's Current Report on Form 8-K filed
with the Commission on November 16, 2004).
99.1 Press Release dated February 25, 2005.
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.
WESTERN STANDARD CORPORATION
Date: February 25, 2005 By: /s/ Manuel B. Lopez
--------------------------------
Manuel B. Lopez, President
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
2.01 Agreement and Plan of Merger, dated as of November 15, 2004, by
and among Western Standard Corporation, Snow King Interests LLC
and LZ Acquisition, Inc. (incorporated by reference to Exhibit
9.01 to the Company's Current Report on Form 8-K filed with the
Commission on November 16, 2004)
99.01 Press Release dated February 25 2005
# # #
