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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 (Date of earliest event reported): November 13, 1996
Stuart Entertainment, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-10737 84-0402207
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(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
3211 Nebraska Avenue
Council Bluffs, Iowa 51501
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (712) 323-1488
Not Applicable
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(Former name or former address, if changed since last report)
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Item 2. Acquisition and Disposition of Assets.
On November 13, 1996, Stuart Entertainment, Inc., a Delaware
corporation (the "Company") completed a private placement (the "Offering") in
reliance on Rule 144A of the Securities Act of 1933, as amended, of $100
million aggregate principal amount of its 12-1/2% Senior Subordinated Notes due
2004 (the "Notes"). Interest on the Notes will be payable semi-annually in
arrears on each May 15 and November 15 commending May 15, 1997. The Notes will
mature on November 15, 2004. The indenture governing the Notes imposes certain
limitations on the Company's ability to, among other things, incur additional
indebtedness, pay dividends or make certain other restricted payments and
consummate certain asset sales.
The Company used the net proceeds of the Offering (i) to repay in full
existing revolving credit and term facilities, at which time such facilities
will be cancelled, and certain other outstanding debt instruments, and (ii) to
acquire substantially all of the assets and assume certain liabilities (the
"Assets") of Trade Products, Inc., a Washington corporation ("Trade Products"),
as described in the Asset Purchase Agreement dated August 6, 1996 and amended
on October 10, 1996, between the Company, Trade Products, and Harry Poll,
Ronald G. Rudy and Harry Wirth as the shareholders of Trade Products
(collectively, the "Shareholders"). The Company purchased the Assets on
November 13, 1996, for a total purchase price of $37.2 million, subject to
certain post-closing adjustments, plus the issuance of warrants to purchase
300,000 shares of the Company's common stock. Neither Trade Products nor the
Shareholders were affiliated with the Company. The sale results in the
disposition of substantially all of Trade Product's assets.
The Assets purchased include equipment to manufacture pulltab tickets,
bingo paper, promotional games and other related gaming equipment, inventory,
intellectual property rights and generally all other assets that were necessary
to operate the business of Trade Products. Trade Products, a privately held
company based in Seattle and the nation's largest maker and marketer of pulltab
tickets, had 1995 sales of more than $36 million. Trade Products has been in
existence since 1974 and produces more than 2.3 million charitable gaming
tickets annually. The Company does not plan to make any material changes in
the day-to-day operation of Trade Products.
Item 5. Other Events.
On November 13, 1996, the Company also entered into an Amended and
Restated Credit Agreement with Bank of America National Trust and Savings
Association and other parties signatory thereto (the "Credit Agreement"), which
consists of a $30 million revolving credit facility. The Company may draw
under the new Credit Agreement subject to availability pursuant to borrowing
base requirements. The Company anticipates using the new credit facility to
support future growth opportunities.
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Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Trade Products, Inc.
At this time it is impracticable for the Company to provide the
financial statements required by this item. The required financial statements
will be filed with the Securities and Exchange Commission by an amendment to
this Form 8-K not later than 60 days after the date on which this Current
Report on Form 8-K must be filed.
(b) Pro Forma Financial Information.
At this time it is impracticable for the Company to provide the
financial statements required by this item. The required financial statements
will be filed with the Securities and Exchange Commission by an amendment to
this Form 8-K not later than 60 days after the date on which this Current
Report on Form 8-K must be filed.
(c) Exhibits.
2.1 Asset Purchase Agreement dated August 6, 1996,
between the Company, Trade Products, Inc. and the
Shareholders of Trade Products, Inc., is incorporated
by reference to the Company's Current Report on Form
8-K, dated August 6, 1996.
2.2 First Amendment to Asset Purchase Agreement, dated as
of October 10, 1996.
4.1 Warrant to Purchase 300,000 Shares of Common Stock of
the Company dated November 13, 1996.
10.1 Employment Agreement dated November 13, 1996, between
the Company and Ronald G. Rudy.
20.1 Press Release dated November 13, 1996, relating to
the purchase of substantially all of the assets and
certain liabilities of Trade Products, Inc.
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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 thereunto duly authorized.
STUART ENTERTAINMENT, INC.
Date: November 27, 1996 By: /s/ Paul C. Tunink
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Paul C. Tunink, Vice President--Finance,
Treasurer and Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Exhibit Description
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2.1 Asset Purchase Agreement dated August 6, 1996,
between the Company, Trade Products, Inc. and the
Shareholders of Trade Products, Inc., is incorporated
by reference to the Company's Current Report on Form
8-K, dated August 6, 1996.
2.2 First Amendment to Asset Purchase Agreement, dated as
of October 10, 1996.
4.1 Warrant to Purchase 300,000 Shares of Common Stock of
the Company dated November 13, 1996.
10.1 Employment Agreement dated November 13, 1996, between
the Company and Ronald G. Rudy.
20.1 Press Release dated November 13, 1996, relating to
the purchase of substantially all of the assets and
certain liabilities of Trade Products, Inc.