SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 9, 1998
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HOSPITALITY WORLDWIDE SERVICES, INC.
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(Exact Name of Registrant as Specified in Charter)
New York 0-23054 11-3096379
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
450 Park Avenue, Suite 2603, New York, New York 10022
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 223-0699
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition Or Disposition Of Assets.
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Pursuant to an Agreement and Plan of Merger dated as of
January 1, 1997 (the "Merger Agreement"), by and among Hospitality Worldwide
Services, Inc., a New York corporation (the "Registrant"), HWS Acquisition
Corp., a Delaware corporation ("Acquisition Corp."), Bekins Distribution
Services Co., Inc., a Delaware corporation ("Bekins") and the Sellers listed
therein (the "Sellers"), on January 9, 1997, Acquisition Corp., a newly formed
wholly-owned subsidiary of the Registrant merged with and into Bekins (the
"Merger"). As the result of the Merger, Bekins became a wholly-owned subsidiary
of the Registrant. The Sellers received an aggregate of 514,117 newly issued
shares of the Registrant's Common Stock, $.01 par value, of which 8,331 are
being held in escrow pending an audit of the balance sheet of Bekins dated as of
the closing date. The consideration paid to the Sellers was determined by
negotiations among the parties and was based on the value of the business of
Bekins on an ongoing basis.
Bekins, a logistical services company, coordinates and
arranges for the timely transportation, warehousing, delivery and installation
of products for corporate clients who are opening, renovating or relocating
facilities. Using specialized carriers, a network of warehouses and worldwide
installation crews, Bekins provides for materials, furniture, fixtures and
merchandise to be moved from multiple vendor locations to their ultimate
destinations in a controlled, orderly sequence. The Registrant intends to
continue the business of Bekins. Bekins' revenues for the fiscal year ended
September 30, 1997 were $19.9 million.
Item 7. Financial Statements, Pro Forma Financial Information
And Exhibits.
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(a) Financial Statements of Businesses Acquired.
It is impracticable to provide the required financial statements at
this time. The required financial statements will be filed as an amendment to
this Form 8-K as soon as they become available, but in no event later than March
24, 1998.
(b) Pro Forma Financial Information.
It is impracticable to provide the required pro forma financial
information at this time. The required pro forma financial information will be
filed as an amendment to this Form 8- K as soon as it becomes available, but in
no event later than March 24, 1998.
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(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of January 1,
1998, by and among Hospitality Worldwide Services,
Inc., a New York corporation, HWS Acquisition Corp.,
a Delaware corporation, Bekins Distribution Services,
Inc., a Delaware corporation ("Bekins") and the
Sellers named therein.
*27.1 Financial Data Schedule.
*99.1 Financial Statements of Bekins.
*99.2 Pro forma financial information with respect to the
Registrant's acquisition of Bekins.
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* To be filed by amendment.
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SIGNATURE
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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.
HOSPITALITY WORLDWIDE SERVICES, INC.
Dated: January 23, 1998 By: /s/ Howard G. Anders
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Name: Howard G. Anders
Title: Executive Vice President
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