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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 July 21, 1994
(Date of earliest event reported)
CRSS Inc.
(exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
1-7477 74-1677382
____________________________ _________________________
(Commission File Number) (IRS Employer
Identification Number)
1177 West Loop South, Suite 800
Houston, Texas 77027
(Address of principal executive offices) (Zip Code)
713-552-2000
(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets
On July 21, 1994, CRSS Inc. ("the Company") sold its design subsidiary, CRSS
Architects, Inc., to Hellmuth, Obata & Kassabaum, Inc. ("HOK") of St. Louis,
Missouri. Total consideration amounted to $6.8 million, consisting of $4.8
million in cash and a $2.0 million sharing of future net cash distributions
from a major overseas project.
On July 29, 1994, the Company sold its engineering and construction management
operations, consisting primarily of CRSS Constructors, Inc. and certain assets
and liabilities of CRS Sirrine Engineers, Inc., to Jacobs Engineering Group
Inc. ("Jacobs"). Total consideration paid by Jacobs amounted to $33.5 million
in cash, representing a $14.0 million premium over the aggregate book value of
the businesses acquired. As part of the transaction, CRSS retained certain
assets and liabilities (representing net assets of approximately $10.9
million), the majority of which relate to specific engineering, procurement and
construction contracts which are substantially complete or in the later stages
of completion. Additionally, the Company has agreed to indemnify Jacobs
against certain legal claims arising from any acts, errors or omissions prior
to July 29, 1994 and share in the future profit margin improvement or
deterioration for three specific projects.
The Company does not anticipate recognizing a gain on the disposal of its
design, engineering and construction management operations.
CRSS Architects, Inc., CRSS Constructors, Inc. and CRS Sirrine Engineers, Inc.,
are the three primary wholly-owned operating subsidiaries of CRSS Services,
Inc. which is a wholly-owned subsidiary of CRSS Inc.
Item 7. Financial Statements and Exhibits
(b) Pro Forma Financial Information
The sale of the design, engineering and construction management
operations and concurrent discontinuance of such operations will
be fully reflected in the annual financial statements of CRSS Inc.
included in the Annual Report on Form 10-K for the year ended June
30, 1994 to be filed no later than September 28, 1994.
(c) Exhibits
10.1 Purchase Agreement by and among Hellmuth, Obata and
Kassabaum, Inc. and CRSS Inc., and CRSS Services, Inc., dated
July 21, 1994.
10.2 Purchase Agreement by and between Jacobs Engineering Group
Inc. and CRSS Inc., dated July 29, 1994.
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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 of the
undersigned hereunder duly authorized.
CRSS Inc.
Dated: August 4, 1994 /s/ Bruce W. Wilkinson
___________________________
Bruce W. Wilkinson
Chairman, Chief Executive
Officer and Director
Dated: August 4, 1994 /s/ William J. Gardiner
___________________________
William J. Gardiner
Senior Vice President/Chief
Financial Officer and
Treasurer