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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8 - K
CURRENT REPORT
Current Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 13, 1998
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C.H. Heist Corp.
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(Exact name of registrant as specified in charter)
New York 0-7907 16-0803301
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
810 North Belcher Road, Clearwater, Florida 33765
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (813) 461-5656
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(Former name or former address, if changed since last report)
Exhibit Index: 3
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Item 2: Acquisition or Disposition of Assets
On April 13, 1998, Ablest Service Corp. ("Ablest"), a wholly owned
subsidiary of C.H. Heist Corp. ("Company"), acquired the technical staffing
service business of Milestone Technologies, Inc., an Arizona corporation,
("Milestone") pursuant to a Stock Purchase Agreement ("Purchase Agreement").
Ablest intends to continue to operate Milestone as a separate company.
Pursuant to the Purchase Agreement, Ablest purchased 100% of the
common stock of Milestone from its shareholders for approximately $6.6 million
paid in cash at closing and agreed to pay additional consideration based on the
achievement of certain pre-established earning targets for 1998. The purchase
price was determined through negotiations and is expected to be assigned to the
fair value of the assets and liabilities acquired with the excess being
assigned to various intangible assets, primarily goodwill. Ablest used funds
available to it under the Company's revolving line of credit to fund the cash
paid at closing.
The two former shareholders of Milestone and Ablest have entered into
two-year employment agreements providing certain base and incentive
compensation. Each shareholder of Milestone has also agreed not to compete
with Ablest for three years from the date of closing.
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Item 7: Financial Statements, Pro Forma Information and Exhibits
(a), (b) Separate, audited financial statements for Milestone
Technologies Inc. and pro forma statements for the Company
were not available at the time of this filing and will be
filed under cover of Form 8 within 60 days.
(c) Exhibits Pages
99.1 Stock Purchase Agreement between Ablest, Milestone
Technologies Inc. and its Shareholders dated
December 1, 1997. A1-A23
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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.
Dated: April 24, 1998
C. H. Heist Corp.
(Registrant)
/s/ Mark P. Kashmanian
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Mark P. Kashmanian
Treasurer, Chief Accounting
Officer
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