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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): January 30, 1998
Midas, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-13409 36-4180556
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
225 North Michigan Avenue, Chicago, Illinois 60601
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 565-7500
N/A
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(Former name or former address, if changed since last report.)
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Changes in Control of Registrant
Item 1.
On January 30, 1998 (the "Distribution Date"), Whitman Corporation, a
Delaware corporation ("Whitman") and the sole shareholder of the Registrant,
distributed (the "Distribution") all of the issued and outstanding shares of
common stock, par value $.001 per share, of the Registrant (the "Distributed
Shares") to the shareholders of record of Whitman's common stock as of January
16, 1998. The Distribution was made pursuant to the terms of a Distribution and
Indemnity Agreement (the "Distribution Agreement") dated as of December 31, 1997
by and among Whitman, the Registrant and Midas International Corporation, a
Delaware corporation ("Midas International") and wholly owned subsidiary of the
Registrant. As a result of the Distribution, the Registrant is now an
independent public company.
No consideration was paid by the Whitman shareholders for the Distributed
Shares, nor were they required to surrender or exchange shares of Whitman common
stock or take any other action to receive the Distributed Shares.
The change in control of the Registrant pursuant to the Distribution
Agreement is more fully described in the Registrant's Registration Statement on
Form 10/A No. 3 (Post-Effective Amendment No. 1) (Commission File No. 1-13409),
(the "Registration Statement on Form 10"), under the Securities Exchange Act of
1934, as amended, which was declared effective by the Commission on December 29,
1997.
Item 2. Acquisition or Disposition of Assets
Pursuant to the Distribution Agreement and prior to the Distribution Date,
the Registrant and Whitman executed a series of steps in order to separate from
Whitman any assets related to the business of the Registrant. Such steps
involved, among other things, the transfer to the Registrant from Whitman of
Midas International and all of the foreign businesses conducted by Midas
International which were previously held by a Netherlands company owned by
Whitman.
Also pursuant to the Distribution Agreement and prior to the Distribution
Date, Midas International and a foreign Affiliate paid to Whitman $210.0
million, $72.4 million of which was applied to settle all intercompany loans and
advances from Whitman and $137.6 million of which was paid as a cash dividend.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(b) Pro Forma Financial Information
The financial statements required by this item are contained in, and are
incorporated herein by reference to, the Registrant's Registration Statement on
Form 10.
(c) Exhibits
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The exhibits accompanying this report are listed in the accompanying
Exhibit Index.
Signature
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.
MIDAS, INC.
Date: February 9, 1998 By: Robert H. Sorensen
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Robert H. Sorensen
Vice President, General Counsel and Secretary
Exhibit Index
Exhibit
Number Description of Exhibit
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2.1 Distribution and Indemnity Agreement dated as of December 31, 1997
by and among Whitman, the Registrant and Midas International
Corporation
2.2 Tax Sharing Agreement dated as of December 31, 1997 by and among
Whitman, the Registrant and Midas International Corporation