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): November 10, 1998
SUNGROUP, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Tennessee 0-3851 62-0790469
- ---------------------------- ---------------- -------------------
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
2201 Cantu Court, Suite 102A, Sarasota, Florida 34232-6254
----------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (941) 377-6710
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 27, 1998, Radio SunGroup of Texas, Inc. ("RSGT") and Radio
SunGroup of Bryan/College Station, Inc. ("RSGBC"), wholly-owned subsidiaries of
SunGroup, Inc. ("SunGroup"), consummated its sale of substantially all of the
assets of radio stations KEAN-FM, KEAN - AM, KROW -FM, in Abilene, Texas, radio
station KYKX - FM, Longview, Texas and KKYS - FM, Bryan/College Station, Texas
("Radio Stations") to Sunburst Media, LP of Dallas, Texas. ("Sunburst"). The
initiation of this transaction pursuant to execution of the Asset Purchase
Agreement by and between SunGroup, Inc. and Sunburst Media, LP was disclosed in
SunGroup's Current Report on Form 10-Q, filed with the Securities and Exchange
Commission on August 15, 1998. The net proceeds to SunGroup from the disposition
of the Radio Stations were $11,953,244.18. Of this amount, $7,713,509.45 was
paid to Conseco, Inc. ("Conseco") and Kennth R. Reynolds ("Reynolds"), the
secured creditors on the assets of the Radio Stations, in consideration for full
release of their liens on such assets and discharge of $8,539,800 in
indebtedness of SunGroup to the secured creditors. Additional use of the funds
were used to pay unsecured creditors John W. Biddinger $151,124.98, Karen
Biddinger $101,875.02, Margaret H. Biddinger $151,124.99 and Dan Young
$404,319.67. The remaining sale proceeds of $2,604,999.87 were remitted to
SunGroup to reimburse it for certain expenses it has paid on behalf of Radio
Sungroup of Texas and Radio Sungroup of Bryan/College Station, Inc. during the
previous twelve months.
There exists no material relationship between Sunburst Media, LP 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.
9 Months 9 Months
Ended 9-30-98 Ended 9-30-97
------------- -------------
Revenue $ 1,902,335 $ 3,957,662
Income from Continuing Operations 512,609 936,908
Net Income (196,026) 307,064
Income Per Share (0.01) 0.02
c) Exhibits.
2) Asset Purchase Agreement by and between SunGroup, Inc. and
Sunburst Media, LP, dated February 13, 1998, is hereby
incorporated by reference to SunGroup's Current Report on Form
10-Q filed August 15, 1998.
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: November 10, 1998 By: /s/ James A. Hoetger
------------------- ----------------------
James A. Hoetger
Vice President, Finance