SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
AMENDMENT NO. 1
TO CURRENT REPORT ON FORM 8-K
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: Date of Earliest Event Reported:
April 13, 1999 February 10, 1999
COMMISSION FILE NUMBER 0-11663
CHANCELLOR CORPORATION
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2626079
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
210 SOUTH STREET
BOSTON, MASSACHUSETTS 02111
(Address of principal executive offices and zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (617) 368-2700
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
The registrant filed on February 12, 1999 a current report on Form 8-K relating
to its acquisition of MRB, Inc., a Georgia corporation d/b/a Tomahawk Truck and
Trailer Sales; Tomahawk Truck & Trailer Sales, Inc., a Florida corporation;
Tomahawk Truck and Trailer Sales of Virginia, Inc., a Virginia corporation; and
Tomahawk Truck and Trailer Sales of Missouri, Inc., a Missouri corporation
(collectively "Tomahawk"). The purpose of this amendment is to provide the
financial statement and information required by Item 7 of the Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 99.1 filed herewith contains the following financial statements of
Tomahawk as required by and for the periods specified in Rule 3-05(b) of
regulation S-X:
(a) Financial Statements of Business Acquired:
Independent Certified Public Accountants' Report
Combined Balance Sheets as of July 31, 1998 (unaudited), December 31, 1998, 1997
and 1996
Combined Statement of Earnings and Retained Earnings for the seven months ended
July 31, 1998 (unaudited)
Combined Statements of Earnings for years ended December 31, 1998, 1997 and 1996
Combined Statements of Shareholders' Equity as of December 31, 1998, 1997 and
1996
Combined Statements of Cash Flows for the seven months ended July 31, 1998
(unaudited), and the years ended December 31, 1998, 1997 and 1996
Notes to Combined Financial Statements
(b) Pro Forma Financial Information (unaudited):
Exhibit 99.2 filed herewith contains the following pro forma condensed financial
statements as required by Article 11 of Regulation S-X:
Pro Forma Balance Sheet as of December 31, 1998
Pro Forma Statements of Operations for the years ended December 31, 1998 and
1997
(c) Exhibits:
Exhibit 23 Consent of Metcalf, Rice, Fricke and Davis
Exhibit 99.1 The audited financial statements of MRB, Inc. and
affiliates as of and for the year ended December 31,
1998, 1997 and 1996, with interim financial statements
as of and for the seven months ended July 31,
1998 (unaudited).
Exhibit 99.2 The unaudited pro forma condensed balance sheet as of
December 31, 1998, and statements of operations
for the years ended December 31,1998 and 1997.
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 thereunto duly authorized.
CHANCELLOR CORPORATION
By: /s/ Franklyn E. Churchill______
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Franklyn E. Churchill, President
Date: April 13, 1999
EXHIBIT INDEX
Exhibit No. Description
23 Consent of Metcalf ,Rice, Fricke and Davis
99.1 The audited financial statements of MRB, Inc. and affiliates
as of and for the year ended December 31, 1998, 1997 and 1996,
with auditor's interim financial statements as of and for
the seven months ended July 31, 1998 (unaudited).
99.2 The unaudited pro forma condensed balance sheet as of
December 31, 1998, and statements of operations for the
years ended December 31, 1998 and 1997.