SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
February 9, 1995
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Date of Report (Date of earliest event reported)
HANDLEMAN COMPANY
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(Exact name of registrant as specified in its charter)
Michigan 1-7923 38-1242806
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.
500 Kirts Boulevard, Troy, Michigan 48084
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (810) 362-4400
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Not Applicable
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(Former name or former address, if changed since last report)
Page 1 of 22 Pages
Exhibit Index is on Page 4
FORM 8-K
Item 2. Acquisition or Disposition of Assets.
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On February 9, 1995, two majority owned subsidiaries of Handleman Company
("Handleman"), a Michigan corporation, purchased certain assets of Madacy Music
Group, Inc. ("Madacy"), a Canadian corporation. In accordance with the terms
and conditions of an Asset Purchase Agreement dated as of January 1, 1995,
Madacy Music Group, Inc. ("Madacy US"), a Michigan corporation, acquired the
assets of Madacy used in its business of licensing, duplicating, marketing,
packaging and supplying music and video products outside of Canada. In
accordance with the terms and conditions of an Asset Contribution Agreement
dated as of January 1, 1995, 3100448 Canada Inc. ("Madacy Canada"), a Canadian
corporation, acquired the assets of Madacy used in its business of licensing,
duplicating, marketing, packaging and supplying music and video products within
Canada. The assets acquired by Madacy US and Madacy Canada include machinery,
equipment, tools, supplies, inventory, packaging, accounts receivable, certain
license and distribution rights, purchase orders, customer commitments and
goodwill. Madacy US and Madacy Canada will use the assets acquired to conduct
the businesses previously conducted by Madacy. The transactions were effective
as of January 1, 1995.
The aggregate price for the assets acquired by Madacy US and Madacy Canada
was approximately $31.7 million (in Canadian dollars) and the assumption of
certain liabilities of Madacy. The consideration for the assets was determined
through arm's-length negotiations among the parties.
On February 9, 1995, approximately $24.7 million (in Canadian dollars) of
the total consideration was paid by check. In addition, $7 million (in Canadian
dollars) of the purchase price will be paid in installments over the next twelve
months. The source of funds used is a $145 million (U.S. dollars) revolving
credit arrangement with a consortium of banks with NBD Bank, as agent.
Page 2 of 22 Pages
FORM 8-K
Item 7. Financial Statements and Exhibits.
(a) and (b) Financial Statements and Pro Forma Financial Information.
Handleman hereby requests a 60-day extension from the date of this report
for filing the required audited financial statements and pro forma financial
information regarding the acquired assets and business formerly operated by
Madacy, because providing such statements and information at this time is
impracticable. It is expected that such statements and information will be
filed, by amendment, on or before April 25, 1995. Handleman believes that, at
this time, it is not appropriate to file any financial statements.
(c) Exhibits.
2.1 Asset Purchase Agreement, dated as of January 1, 1995, between
Madacy Music Group, Inc., a Canadian corporation, and Madacy Music Group, Inc.,
a Michigan corporation. The registrant has omitted the exhibits to the Asset
Purchase Agreement, but has included a list briefly identifying the contents of
these exhibits and agrees to furnish supplementally a copy of any omitted
exhibit to the Commission upon request.
2.2 Asset Contribution Agreement, dated as of January 1, 1995
between Madacy Music Group, Inc., a Canadian corporation, and 3100448 Canada
Inc., a Canadian corporation. The registrant has omitted the exhibits to the
Asset Contribution Agreement, but has included a list briefly identifying the
contents of these exhibits and agrees to furnish supplementally a copy of any
omitted exhibit to the Commission upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this Report to be signed on its behalf
by the undersigned hereunto duly authorized.
HANDLEMAN COMPANY
By: /s/ STEPHEN STROME
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Stephen Strome
President and Chief Executive Officer
Dated: February 24, 1995
Page 3 of 22 Pages
INDEX TO EXHIBITS
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Exhibit
Number Exhibit Page No.
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2.1 Asset Purchase Agreement, dated as of January 1, 1995,
between Madacy Music Group, Inc., a Canadian corporation,
and Madacy Music Group, Inc., a Michigan corporation 5
2.2 Asset Contribution Agreement, dated as of January 1, 1995,
between Madacy Music Group, Inc., a Canadian corporation,
and 3100448 Canada Inc., a Canadian corporation 14
Page 4 of 22 Pages