SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
OCTOBER 1, 1998
Date of Report (Date of Earliest Event Reported)
STRATFORD AMERICAN CORPORATION
(Exact Name of Registrant as Specified in Charter)
ARIZONA
(State or Other Jurisdiction of Incorporation)
000-17078 86-0608035
(Commission File Number) (I.R.S. Employer
Identification No.)
2400 E. ARIZONA BILTMORE CIRCLE, BUILDING 2, SUITE 1270,
PHOENIX, ARIZONA 85064
(Address of Principal Executive Offices) (Zip Code)
(602) 956-7809
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 1, 1998 (the "Closing Date"), Stratford American Car Rental
Systems, Inc. (the "Subsidiary"), a subsidiary of Stratford American Corporation
(the "Company"), sold the personal property, equipment, improvements, fixtures,
gasoline inventory, goodwill and general intangibles used in or related to the
Subsidiary's business to Dollar Rent A Car Systems, Inc., an Oklahoma
corporation ("Dollar"), pursuant to the terms of the Acquisition Agreement (the
"Acquisition Agreement") between the Subsidiary and Dollar. Additionally,
pursuant to the Acquisition Agreement, the Subsidiary terminated the Master
Lease Agreement by and between Subsidiary and Dollar dated June 1, 1994, under
which Subsidiary leased vehicles for use in its business, as well as other
agreements related to the Master Lease Agreement. The assets sold and agreements
terminated pursuant to the Acquisition Agreement accounted for over 99% of the
Company's total revenues in the first six months of 1998 and, as of the Closing
Date, were the most significant revenue source for the Company. The Company
continues to aggressively seek potential acquisitions in establishing its future
direction. There can be no assurance that it will be able to locate suitable
acquisition candidates or make any such acquisitions.
The Acquisition Agreement provides for the payment by Dollar to the
Subsidiary of the sum of $3,835,000 as the purchase price. The purchase price
consisted of the sum of $3,635,000 paid to the Subsidiary on the Closing Date
net of any obligations, actual or estimated, owed to and by Dollar under the
normal course of operations of the Subsidiary, and a holdback amount of $200,000
related to any obligations or indemnities of Subsidiary under the Acquisition
Agreement. The sale proceeds are based on negotiations between the Company, the
Subsidiary and Dollar.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
2.1 -- Acquisition Agreement dated as of September 24, 1998 by and
between Stratford American Car Rental Systems, Inc. and Dollar
Rent A Car Systems, Inc.
99.1 -- Press Release dated October 1, 1998
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 hereunto duly authorized.
Date: October 28, 1998.
STRATFORD AMERICAN CORPORATION
By: /s/ Timothy A. Laos
--------------------------------------
Timothy A. Laos, Vice President,
Chief Financial Officer and Secretary
EXHIBITS
2.1 -- Acquisition Agreement dated as of September 24, 1998 by and between
Stratford American Car Rental Systems, Inc. and Dollar Rent A Car
Systems, Inc.
99.1 -- Press Release dated October 1, 1998