United States
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): July 2, 1996
SUNGROUP, INC.
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(Exact name of registrant as specified in its charter)
Tennessee 0-3851 62-0790469
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
9102 North Meridian Street, Suite 545, Indianapolis, Indiana 46260
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (317) 844-7425
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 2, 1996, SunMedia, Inc. ("SunMedia"), a wholly-owned
subsidiary of SunGroup, Inc. ("SunGroup"), consummated its sale of
substantially all of the assets of radio station WOWW-FM ("Radio Station"), in
Pensacola, Florida, to Southern Broadcasting of Pensacola, Inc. ("Southern
Broadcasting"). The initiation of this transaction pursuant to execution of
the Asset Purchase Agreement by and between SunMedia and Southern Broadcasting
was disclosed in SunGroup's Current Report on Form 8-K, filed with the
Securities and Exchange Commission on February 21, 1996. The net proceeds to
SunMedia from the disposition of the Radio Station were $2,288,427.91. Of
this amount, $2,094,213.96 was paid to the Federal Deposit Insurance
Corporation ("FDIC"), the first lien holder on the assets of the Radio
Station, in consideration for full release of its lien on such assets and
discharge of $5,053,892 in indebtedness of SunGroup to the FDIC. The
remaining sale proceeds of $194,213.95 were remitted to SunGroup to reimburse
it for certain expenses it has paid on behalf of SunMedia during the previous
twelve months. After liquidating its remaining cash, receivables and creditor
obligations, it is expected SunMedia will realize net income of $4,025,000 as
a result of this transaction.
There exists no material relationship between Southern Broadcasting
and SunGroup, or any of its officers, directors or affiliates.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
b) Pro Forma Financial Information.
The Pro Forma financial information reflects the current interim
period and the corresponding interim period of the preceding fiscal
year as though the transaction occurred at the beginning of the
periods.
6 Months 6 Months
Ended 6-30-96 Ended 6-30-95
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Revenue $ 4,076,709 $ 4,039,973
Income from Continuing Operations 310,500 351,904
Net Income 1,528,249 407,359
Income Per Share 0.12 0.03
c) Exhibits.
2) Asset Purchase Agreement by and between SunMedia, Inc.
and Southern Broadcasting of Pensacola, Inc., dated
January 26, 1996, is hereby incorporated by reference
to SunGroup's Current Report or Form 8-K filed February
21, 1996.
3) Articles of Incorporation and By-Laws
(i) The Articles of Incorporation of SunGroup are
incorporated herein by reference to SunGroup's
Annual Report on Form 10-KSB filed December 31,
1993.
(ii) The By-Laws of SunGroup are incorporated herein by
reference to SunGroup's Annual Report on Form 10-K
filed December 31, 1984
SIGNATURE
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.
SUNGROUP, INC.
Date: July 10, 1996 By: /s/ John E. Southwood, Jr.
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John E. Southwood, Jr.
Vice President, Finance