UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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) March 30, 1998
SLH CORPORATION
(Exact Name of Registrant as Specified in its Charter)
KANSAS 0-21911 43-1764632
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
5000 W. 95TH ST., SUITE 260 66207
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (913) 652-1000
Item 5. Other Events.
On March 31, 1997, SLH Corporation (the "Company") and Syntroleum(R)
Corporation ("Syntroleum") issued a joint press release respecting a definitive
agreement to merge the two companies. Syntroleum is a developer and owner of a
proprietary process for converting natural gas into synthetic crude oil. The
Company owns approximately 31% of the outstanding capital stock of Syntroleum.
The merger has been approved by the Boards of Directors of both companies and is
expected to be consummated near the end of the second quarter of 1998.
Pursuant to the terms of the definitive merger agreement dated March
30, 1998 (the "Merger Agreement"), Syntroleum will merge into the Company, all
outstanding shares of Syntroleum common stock will be exchanged for shares of
the Company's common stock and associated preferred share purchase rights, all
outstanding shares of the Company's common stock will remain outstanding, the
name of the Company will be changed to Syntroleum Corporation, and the Company's
management and six of the eight directors of the Company will be replaced with
Syntroleum management and directors. James R. Seward, the Company's President
and Chief Executive Officer, and P. Anthony Jacobs, the Company's Chairman, who
are currently directors of both companies, will remain as directors of the
merged company.
Pursuant to the Merger Agreement, each share of Syntroleum common stock
outstanding immediately prior to the effective time of the merger (other than
shares held by stockholders properly exercising their appraisal rights with
respect thereto) will be converted into a number of shares of the Company's
common stock equal to the ratio of the implied market value of the Syntroleum
common stock divided by the market value of the Company's common stock. The
market value of the Company's common stock will be based on the average closing
price of the Company's common stock during the five trading days ending on the
business day immediately preceding the date of the Company's annual meeting of
the stockholders. The implied market value of Syntroleum's common stock will be
based on the quotient of (i) the difference between the market capitalization of
the Company's common stock and the Company's total stockholders' equity as of
March 31, 1998 (excluding the book value of the shares of Syntroleum common
stock that the Company owns, which was $0 as of December 31, 1997) divided by
(ii) 5,950,000 (the number of shares of Syntroleum common stock that the Company
owns). The market capitalization of the Company is derived by multiplying the
market value of the Company's common stock times 10,519,121 (which number
reflects the sum of the number of the Company's shares issued and outstanding as
of March 12, 1998 plus the number of shares of the Company's common stock
issuable pursuant to the Company's outstanding stock options which were vested
as of March 12, 1998 plus 250,000 shares of the Company's common stock (which
reflects a portion of the number of shares of the
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Company's common stock issuable pursuant to the Company's outstanding stock
options which are not vested as of March 12, 1998)).
If the exchange ratio had been calculated on the Company's average
closing prices for the five trading days ended March 30, 1998, each of the
13,043,950 shares of Syntroleum stock not owned by the Company would be
exchanged for 1.47 shares of the Company's common stock based on the Company's
estimated March 31, 1998 stockholder's equity of approximately $50 million.
Fairness opinions on the exchange ratio have been provided by Salomon Smith
Barney to the Company, and by J. P. Morgan to Syntroleum.
The consummation of the merger is subject to stockholder approvals and
customary closing conditions. Stockholder meetings to vote on the proposed
merger will be scheduled as soon as a registration statement becomes effective
with the Securities and Exchange Commission ("SEC") and proxy materials are
finalized. The Company expects to file the registration statement and
preliminary proxy materials with the SEC in April and hold shareholder meetings
near the end of the second quarter of 1998.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits
(c) Exhibits
2 Agreement and Plan of Merger by and between the Company and Syntroleum
dated as of March 30, 1998 (without exhibits, a copy of which the Company will
furnish to the SEC upon request).
99.1 News Release dated March 31, 1998 released by the Company and
Syntroleum.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SLH Corporation
Date: March 31, 1998 By: /s/ Steven K. Fitzwater
Steven K. Fitzwater
Vice President, Treasurer,
Secretary and Chief Financial
and Accounting Officer
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