U. S. 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): January 4, 1999
BALTIC INTERNATIONAL USA, INC.
(Exact name of registrant as specified in its charter)
TEXAS
(State or other jurisdiction of incorporation)
1-12908 76-0336843
(Commission File Number) (I.R.S. Employer
Identification No.)
5151 San Felipe, Suite 1661, Houston, Texas 77056
(Address of principal executive offices, including zip code)
(713) 961-9299
(Registrant's telephone number, including area code)
2
Item 1 Changes in Control of Registrant
Inapplicable
Item 2 Acquisition or Disposition of Assets
On January 4, 1999, the Company sold its 8.02% interest in Air
Baltic Corporation SIA ("Air Baltic") to Scandinavian Airlines
System Denmark-Norway-Sweden ("SAS") for $2,144,333 under the terms
of the option agreement between the Company and SAS. The Company
used the proceeds to repay the $2 million note payable to a
shareholder.
Item 3 Bankruptcy or Receivership
Inapplicable
Item 4 Changes in Registrant's Certifying Accountant
Inapplicable
Item 5 Other Events
Inapplicable
Item 6 Resignations of Registrant's Directors
Inapplicable
Item 7 Financial Statements and Exhibits
(a) Financial statements of business acquired
Inapplicable
(b) Pro forma financial information
Inapplicable
(c) Exhibits
10.48 Share Purchase Agreement for sale of 8.02% interest in
Air Baltic Corporation SIA
Item 8 Change in Fiscal Year
Inapplicable
3
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 hereunto duly authorized.
BALTIC INTERNATIONAL USA, INC.
By /s/ David A. Grossman
--------------------------------
DAVID A. GROSSMAN, President and
Chief Financial Officer
Dated: January 14, 1999
4
EXHIBITS
Exhibit
No. Page
10.48 Share Purchase Agreement for sale of 8.02% interest in
Air Baltic Corporation SIA 5
5
SHARE PURCHASE AGREEMENT
This Agreement (the "Agreement") is made as of 1 November 1998 between:
Baltic International USA, Inc., 1990 Post Oak Blvd., Suite 1630, Houston, TX
77056, USA, ("BIUSA"), and
Scandinavian Airlines System Denmark-Norway-Sweden ("SAS"), Frosundaviks Alle
1, Solna, S-195 87 Stockholm, Sweden.
Background
A. BIUSA, SAS, the Latvian Privatization Agency, Swedfund International AB
and Investeringsfonden for Ostlandene are Participants of Air Baltic
Corporation SIA, a limited liability company registered on 8 February 1995
with the Republic of Latvia Register of Enterprises, reg. no. 000324575
(the "Airline").
B. BIUSA is currently the owner of 19,180 shares in the Airline (the "BIUSA
Shares") each with a par value of USD 100.
C. On 17 October 1997, the participants of the Airline made a capital
contribution to the Airline, of which BIUSA's share amounted to
USD 226,212 (the "BIUSA Capital Contribution").
D. The Put Option under the Option Agreement of 16 August 1996 (the "Option
Agreement") between Baltic International USA, Inc. ("BIUSA") and
Scandinavian Airlines System Denmark-Norway-Sweden ("SAS") as amended by
Amendment No. 1 to Option Agreement of 25 October 1996 and Amendment No. 2
to Option Agreement of 23 October 1997 (the "Option Agreement"), was
exercised by notice from BIUSA dated 30 October 1998.
E. In accordance with the Option Agreement, SAS accordingly wishes to buy and
BIUSA wishes to sell the BIUSA Shares.
F. The parties therefore agree as follows (unless specified, all capitalized
terms used herein have the meaning defined in the Joint Venture
Agreement):
1. Sale and Purchase
1.1 BIUSA hereby sells to SAS, and SAS hereby buys from BIUSA the BIUSA
Shares for a total purchase price of USD 2,144,333.
1.2 BIUSA furthermore assigns the BIUSA Capital Contribution to SAS at no
charge.
2. Payment of Purchase Price
SAS shall pay the purchase price to BIUSA at Closing by wire transfer to
Svenska Handelsbanken Luxembourg Branch, Swift Code HANDLULB, Cover
through Harris Bank International Corporation, New York (Swift Code
HATRUS33), favour: Oresa Ventures N.V., Account no. 40116-010.
6
3. Closing
Closing shall take place as soon as practicable following registration of
the transfer of the shares in the Latvian Register of Enterprises. At
Closing, SAS shall transfer the purchase price as set forth in Section 2
hereof.
4. The Joint Venture Agreement; Option Agreement
4.1 Following the transfer of the BIUSA Shares, SAS and BIUSA shall procure
that the Joint Venture Agreement be amended to terminate with respect to
BIUSA and to delete all references to BIUSA therein.
4.2 Upon the transfer of the BIUSA Shares, the Option Agreement shall
terminate.
5. Governing Law
The construction, validity and performance of this Agreement shall be
governed by Swedish law.
6. Dispute Resolution
Any dispute arising out of or in connection with this Agreement,
including any question regarding its existence, validity or termination,
shall be referred to and finally resolved by arbitration under the Rules
of the Arbitration Institute of the Stockholm Chamber of Commerce. The
arbitration tribunal shall consist of three arbitrators to be selected in
accordance with such Rules. The place of arbitration shall be Stockholm,
Sweden. The language of the Arbitration shall be English.
This Agreement has been executed in three copies of which the Parties and Air
Baltic have taken one each.
BALTIC INTERNATIONAL USA, INC. SCANDINAVIAN AIRLINES SYSTEM
Denmark-Norway-Sweden
By: /s/ Robert L. Knauss By: /s/ Lars Lindgren
----------------------- -----------------------
Its: Chairman and Chief Executive Officer Its: Vice President SAS
International