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): October 19, 2004
IBF Fund Liquidating LLC
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
333-71091* 06-1708882
(Commission File Number) (IRS Employer Identification No.)
c/o Arthur Steinberg, as ICA Trustee
Kaye Scholer LLP
425 Park Avenue
New York, New York 10022
(Address of principal executive offices) (Zip Code)
(212) 836-8564
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
* IBF Fund Liquidating LLC (the "Company") is the transferee of the assets
and certain liabilities of IBF Collateralized Finance Corporation ("CFC"),
IBF VI - Secured Lending Corporation ("SLC") and IBF Premier Hotel Group,
Inc. ("IBF Hotel") pursuant to the First Amended Joint Liquidating Plan of
Reorganization (the "Plan") with Respect To InterBank Funding Corp.
("IBF"), SLC, CFC and IBF Hotel that was confirmed by order of the United
States Bankruptcy Court for the Southern District of New York dated August
14, 2003 and approved in all respects by order dated September 5, 2003 of
the United States District Court for the Southern District of New York. On
December 10, 2003, the Plan went effective with respect to CFC, SLC and IBF
Hotel. Pursuant to oral no-action relief provided by the Office of Chief
Counsel, Division of Corporate Finance of the Commission on August 12, 2003
(the "No-Action Relief"), the Company is submitting this Current Report
under cover of Form 8-K under SLC's former
Commission file number. Pursuant to the No-Action Relief, this Current
Report is not deemed filed pursuant to Section 13 of the Securities
Exchange Act of 1934.
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
PURCHASE AND SALE AGREEMENT
As of November 1, 2005, Investment and Benefit Services, Inc., n/k/a American
Benefit Resources, Inc ("I&BS") and National Investment Managers, Inc. (the
"I&BS Purchaser") entered into an Asset Purchase Agreement (the "I&BS
Agreement"). Pursuant to the terms of the I&BS Agreement, the Company sold (by
virtue of its equity and debt interests in I&BS) substantially all of the assets
of I&BS to the I&BS Purchaser for the following consideration: (i) $8,000,000 in
cash, of which $7,471,015.87 was paid to the Company and the remainder of which
was distributed pursuant to the terms of the I&BS Agreement, (ii) $1 million in
restricted shares of common stock of the I&BS Purchaser and (iii) the assumption
by the I&BS Purchaser of substantially all of the liabilities of I&BS. The
amounts paid in connection with this transaction are subject to a post-closing
purchase price adjustment.
AMENDED AND RESTATED ACQUISITION AGREEMENT AND PLAN OF MERGER
As of November 10, 2005 (the "Effective Date"), the Company entered into an
Amended and Restated Acquisition Agreement and Plan of Merger (the "Merger
Agreement") by and among the Sunset Brands, Inc. ("Sunset"), the Company, U.S.
Mills, Inc. ("USM") and a subsidiary of Sunset ("Merger Sub"). Pursuant to the
terms of the Merger Agreement, on the Effective Date, Merger Sub merged with and
into USM, with USM continuing as the surviving corporation, and a wholly-owned
subsidiary of Sunset (the "Merger").
On the Effective Date, Sunset paid the following consideration (the "Merger
Consideration") in connection with the Merger: (i) $5,000,000 in cash paid to
USM (in addition to $1,000,000 in cash that USM received on May 19, 2005 from
Sunset's earnest money deposit), which was used to repay USM's outstanding
indebtedness, including $1,343,349 paid to the Company, (ii) 535,715 shares of
Sunset's Series B Preferred Stock (the "Series B Shares") issued to the Company
with warrants to purchase 4,200,000 shares of Sunset's common stock at $.70 per
share, (iii) a Senior Subordinated Note in the original principal amount of
$1,000,000 issued by USM and Sunset to the Company, (iv) a Senior Subordinated
Note in the original principal amount of $5,000,000 issued by USM and Sunset to
the Company, and (v) a 12% Secured Convertible Debenture in the original
principal amount of $5,000,000 issued by Sunset to the Company with warrants to
purchase Sunset's common stock at $.46 per share. The Series B Shares and
related warrants issued to the Company have an aggregate liquidation value of no
less than $3,000,000. Of the Series B Shares issued at closing, 214,284 Series B
Shares, together with a promissory note in the original principal amount of
$300,000 (constituting a portion of the cash portion of the Merger
Consideration) were deposited into escrow to secure the Company's post-closing
purchase price adjustment and indemnification obligations. See "Escrow
Agreement" below.
INVESTOR RIGHTS AGREEMENT
On the Effective Date, the Company entered into an Investor Rights Agreement
with Sunset, pursuant to which the Series B Shares and related warrants held by
the Company (i) are subject to a three-year lock-up and repurchase by Sunset at
a premium of the original issue price and (ii) are entitled to participate in
the filing of any registration statement by Sunset of the common stock
underlying the Series B Shares.
ESCROW AGREEMENT
On the Effective Date, the Company entered into an Escrow Agreement by and among
Sunset, the Company and Continental Stock Transfer & Trust Company (the "Escrow
Agent"), pursuant to which Sunset deposited a promissory note in the original
principal amount of $300,000 and 214,284 Series B Shares with the Escrow Agent
to secure the Company's post-closing purchase price adjustment and
indemnification obligations. The term of the Escrow Agreement expires on the
first anniversary of the
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Effective Date, after which time the amounts in escrow, to the extent not
subject to any claims, will be released to the Company.
SECURITY AGREEMENTS
As of the Effective Date, the Company entered into (i) a Security Agreement (and
related agreements) by and among the Company, Sunset and USM, pursuant to which
Sunset and USM pledged substantially all of their assets as security for the
payments to be made by Sunset and USM under the Senior Subordinated Notes, and
(ii) a Junior Security Agreement (and related agreements) by and among the
Company, Sunset and USM, pursuant to which Sunset and USM pledged substantially
all of their assets as security for the payments to be made by Sunset under the
Secured Convertible Debenture. Payment to the Company under the Senior
Subordinated Notes and the Secured Convertible Debenture are subordinated to the
payment of the senior debt of USM.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On November 10, 2005, the Company completed the sale of USM. See Item 1.01 above
for a description of the terms of the transaction.
On November 21, 2005, the Company completed the acquisition of the assets of IBF
V-Alternative Investment Holdings, LLC ("AIH"), under that certain purchase and
sale agreement (the "AIH Purchase Agreement"), dated February 22, 2005, between
AIH and the Company, for $362,483.26 in cash and membership interests in the
Company.
On November 30, 2005, the Company completed the sale of I&BS. See Item 1.01
above for a description of the transaction.
ITEM 8.01 OTHER EVENTS.
On September 9, 2005, a distribution was made to holders of membership interests
in the Company. The total amount of the distribution was $3,922,778.59.
On November 23, 2005, a distribution was made to holders of membership interests
in AIH, on behalf of AIH, under the AIH Purchase Agreement. The total amount of
the distribution was $362,483.26.
On December 28, 2005, a distribution was made to holders of membership interests
in the Company or AIH. The total amount of the distribution was $6,000,000.00.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
The following Exhibits are filed as part of this Current Report
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99.1 Letter to holders of membership interests in the Company, dated
September 9, 2005, relating to the September 9, 2005 distribution.
99.2 Letter to holders of membership interests in AIH, dated November 23,
2005, relating to the November 23, 2005 distribution.
99.3 Letter to holders of membership interests in the Company or AIH, dated
December 28, 2005, relating to the December 28, 2005 distribution.
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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.
IBF FUND LIQUIDATING LLC
Date: January 18, 2006 By: /s/ Arthur J. Steinberg
------------------------------------
Name: Arthur J. Steinberg
Title: ICA Trustee and Manager
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
99.1 Letter to holders of membership interests in the Company, dated
September 9, 2005, relating to the September 9, 2005 distribution.
99.2 Letter to holders of membership interests in AIH, dated November
23, 2005, relating to the November 23, 2005 distribution.
99.3 Letter to holders of membership interests in the Company or AIH,
dated December 28, 2005, relating to the December 28, 2005
distribution.