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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): April 23, 1998
THE COLONEL'S INTERNATIONAL, INC.
(Exact name of registrant as specified in charter)
MICHIGAN 2-98277C 38-3262264
(State or other jurisdic- (Commission (IRS Employer
tion of incorporation) File Number) Identification No.)
620 SOUTH PLATT ROAD
MILAN, MICHIGAN 48160
(Address of principal executive offices) (Zip Code)
(734) 439-4200
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
On April 23, 1998, The Colonel's International, Inc., a Michigan
corporation (the "Company"), through its newly formed wholly owned
subsidiary The Colonel's Rugged Liner, Inc., a Pennsylvania corporation
(since renamed Rugged Liner, Inc.) ("MergerSub"), acquired by merger (the
"Mergers") four related Pennsylvania corporations (collectively, the
"Rugged Liner Companies"): Rugged Liner, Inc., Triad Management Group,
Inc., Aerocover, Inc., and Ground Force, Inc.
In the Mergers, each of the Rugged Liner Companies merged with
and into MergerSub. MergerSub was the surviving corporation in the
Mergers. Pursuant to the Mergers, MergerSub's name was changed to "Rugged
Liner, Inc." Articles of Merger were filed with and deemed effective by
the Commonwealth of Pennsylvania on April 24, 1998.
The Mergers were conducted pursuant to an Agreement and Plan of
Merger dated March 13, 1998, as amended by a First Amendment to Merger
Agreement dated April 23, 1998 (collectively, the "Merger Agreement").
Under the Merger Agreement, the former shareholders of the Rugged Liner
Companies were to receive cash in an aggregate amount of $4,250,000 and a
number of shares of the Company's common stock, $0.01 par value per share
("Common Stock") equal to $4,250,000 divided by the Average Trading Price
(as defined in the Merger Agreement), all subject to the adjustments set
forth in the Merger Agreement. After adjustments, the former shareholders
of the Rugged Liner Companies received approximately $1,725,303 in cash and
454,027 shares of Common Stock valued (based on the Average Trading Price)
at approximately $3,724,407. In addition, Mark German, the former majority
shareholder of the Rugged Liner Companies, received $750,000 in
satisfaction of certain obligations of the Rugged Liner Companies to Mr.
German.
The amount of and adjustments to Merger Consideration (as defined
in the Merger Agreement) were arrived at pursuant to negotiations between
the Company and Mr. German.
Mr. German is a nominee for election as a Director of the Company
at the Company's forthcoming annual meeting of shareholders, which is
scheduled to be held on May 29, 1998.
In connection with the Mergers, MergerSub and Mr. German entered
into a four-year employment contract, providing for Mr. German's employment
as the President of MergerSub. In addition, MergerSub entered into leases
of two facilities owned by entities controlled by Mr. German.
Funds for the cash portion of the Merger Consideration were
obtained by the Company through an acquisition line of credit with Comerica
Bank, N.A., the Company's primary lender.
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Prior to the Mergers, the Rugged Liner Companies were involved in
the manufacture, sale and distribution of certain truck accessories, such
as pickup truck bedliners. The Company and MergerSub plan to continue
these operations, which the Company's believes will complement the business
conducted by The Colonel's Truck Accessories, Inc., a wholly owned
subsidiary of the Company.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND
EXHIBITS.
(a) Not required.
(b) Not required.
(c) Exhibits:
2(a) Agreement and Plan of Merger dated March 13, 1998
2(b) First Amendment to Agreement and Plan of Merger, dated
April 23, 1998
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.
Dated: May 8, 1998 THE COLONEL'S INTERNATIONAL, INC.
By /S/RICHARD S. SCHOENFELDT
Richard S. Schoenfeldt
Vice President-Finance and Chief
Financial Officer
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