================================================================================
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
April 18, 1996
Date of report (Date of earliest event reported)
---------------------------
WEDGESTONE FINANCIAL
(Exact name of registrant as specified in its charter)
Commission File Number: 1-8984
Massachusetts 04-26950000
State or other jurisdiction of I.R.S. Employer Identification
incorporation or organization Number
5200 N. Irwindale Avenue, Suite 168, Irwindale, California 91760
Address of principal executive offices
(818) 338-3555
Registrant's Telephone
================================================================================
Item 5. Other Events
On March 5, 1996, the Company's wholly-owned subsidiary, Hercules Automotive
Products, Inc. ("HAP") closed its manufacturing plant in Pelham, Georgia.
Details of this closure were reported in the Company's Form 8-K, dated March 5,
1996. Since that date, HAP has been working with its senior lender for an
orderly liquidation of the HAP assets.
Effective April 18, 1996, for nominal considerations, the Company sold its stock
ownership in HAP to MBC Corporation ("MBC"), pursuant to a Stock Purchase
Agreement. MBC is a Minnesota corporation which is not owned by Wedgestone
Financial or any of its subsidiary companies.
Item 7. Financial Statements and Exhibits
Filed herewith is the Stock Purchase Agreement dated April 18, 1996, and the
Company's press release dated April 24, 1996.
-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 thereunto duly authorized.
Wedgestone Financial
Date: April 18, 1996 By:/s/ Jeffrey S. Goldstein
--------------------------
Jeffrey S. Goldstein
President and Treasurer
(Principal Executive and Financial
Officer)
The name "Wedgestone Financial" (formerly Wedgestone Realty Investors Trust) is
the designation of the Trustees under a Declaration of Trust dated March 12,
1980, as amended, and in accordance with such Declaration of Trust, notice is
hereby given that all persons dealing with Wedgestone Financial by so acting
acknowledge and agree that such persons must look solely to the Trust property
for the enforcement of any claims against Wedgestone Financial and that neither
Trustees, officers, employees, agents nor shareholders assume any personal
liability for claims against the Trust or obligations entered into on behalf of
Wedgestone Financial, and that the respective properties shall not be subject to
claims of any other person in respect of any such liability.
-4-
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (the "Agreement") is made as of April
18, 1996, between MBC CORPORATION, a Minnesota company ("Buyer") and WEDGESTONE
AUTOMOTIVE CORPORATION, a Delaware company ("Seller").
WHEREAS, Seller owns 1000 of the issued and outstanding shares
of common stock, of Hercules Automotive Products, Inc., a Delaware corporation
("HAP"), representing all of the outstanding shares (the "Shares"); and
WHEREAS, Seller desires to sell, transfer and assign the
Shares to the Buyer and Buyer desires to purchase and acquire the Shares in
accordance with the Agreement.
NOW THEREFORE, in consideration of the foregoing and of the
covenants set forth below, the parties agree as follows:
ARTICLE 1
PURCHASE AND SALE
1.1 Purchase and Sale of Stock. As of the date hereof, Seller
agrees to and as of the Closing Date as hereinafter defined shall, convey,
transfer and deliver to Buyer and Buyer agrees to and as of the Closing Date
shall purchase, accept and pay for the Shares.
1.2 Purchase Price. The purchase price for the Shares shall be
One Dollar ($1.00).
1.3 Closing Date. The Purchase Price described above shall be
paid and the Shares conveyed on April 18, 1996 (the "Closing Date").
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller hereby represents and warrants to Buyer as of the date
hereof and as of the Closing Date as follows:
2.1 Ownership of Stock. Seller owns the Shares. Seller has the
full legal right, power and authority to transfer, convey and sell to Buyer at
Closing the Shares and upon delivery of a certificate or certificates
representing the Shares at the Closing as contemplated herein, Seller will
transfer to Buyer good and valid title to the Shares.
2.2 Capacity and Authority. Seller has full capacity, power
and authority to enter into this Agreement, and to perform the obligations
hereunder. Seller has taken all necessary action to authorize the execution,
delivery and performance of is Agreement. This Agreement constitutes the legal,
valid and binding obligation of Seller enforceable in accordance with its terms.
This Agreement is duly executed by an officer of Seller.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer hereby represents and warrants to Seller as of the date
hereof and as of the Closing Date as follows:
3.1 Capacity and Authority. Buyer has full capacity, power and
authority to enter into this Agreement, and to perform its obligations
hereunder. Buyer has taken all necessary action to authorize the execution,
delivery and performance of this Agreement. This Agreement constitutes the
legal, valid and binding obligation of the Buyer enforceable in accordance with
its terms. The execution, delivery and performance of this Agreement by the
Buyer will not violate, result in a breach of any of the terms or conditions of,
or constitute a default under the governing documents of Buyer. This Agreement
is duly executed by an authorized representative of Buyer.
ARTICLE 4
DELIVERIES AT CLOSING
4.1 Deliveries by Seller. Seller shall deliver to Buyer at the
Closing, or as soon thereafter as practicable, certificates representing the
Shares, duly endorsed for transfer or accompanied by duly executed stock powers,
free and clear of all security interests, options, agreements, proxies, voting
trusts and rights of first refusal.
ARTICLE 5
MISCELLANEOUS
5.1 Entirety of Agreement. This Agreement is the complete and
final expression of the agreement of the parties, merges all prior negotiations,
agreements and understandings and states in full all representations and
warranties which have induced this Agreement, there being no representations or
warranties other than those herein stated.
5.2 Amendments. This Agreement may be modified or amended only
by an instrument in writing, duly executed by the parties hereto.
5.3 Additional Documents. From and after the date hereof each
of the parties without further consideration, agrees to execute such additional
documents as may reasonably be necessary to carry out the purposes and intent of
this Agreement and to fulfill the obligations of the respective parties
hereunder.
5.4 Counterparts. For the convenience of the parties, any
number of counterparts hereof may be executed and each such executed counterpart
shall be deemed an original, but all such counterparts together shall constitute
one and the same instrument.
5.5 Governing Law. The interpretation, construction and effect
of this Agreement shall be governed by the laws of the State of Delaware.
5.6 Binding On Successors. This Agreement shall be binding
upon and shall inure to
-2-
the benefits of the parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed as of the date first set forth above.
WEDGESTONE AUTOMOTIVE
CORPORATION
By:/s/ David L. Sharp
--------------------------------
Its:President
----------------------
MBC CORPORATION
By:/s/ Jeffrey S. Goldstein
--------------------------------
Its:President
----------------------
-3-
SUMMARY: Wedgestone Financial
WEDGESTONE FINANCIAL
ANNOUNCES SALE OF SUBSIDIARY
CONTACT: JEFFREY GOLDSTEIN
Wedgestone Financial
(212) 980-3883
FOR RELEASE AT 8:00 A.M. E.S.T. ON WEDNESDAY, APRIL 24, 1996
Wedgestone Financial (OTC-WDGF) announced today that effective April
18, 1996, it sold all of the stock of Hercules Automotive Products, Inc. to MBC
Corporation ("MBC"). MBC, a Minnesota corporation, is not owned by Wedgestone or
any of its subsidiary companies.
As previously reported, Hercules closed its manufacturing plant in
Pelham, Georgia, on March 5, 1996. Since that date, Hercules has been working
with its senior lender for an orderly liquidation of the Hercules assets.