UNITED STATES
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
Date of Report: October 5, 1998
Anicom, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-25364 36-3885212
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(State or Other Jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.
6133 North River Road, Suite 1000, Rosemont, Illinois 60018
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (847) 518-8700
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Item 2. Acquisition or Disposition of Assets.
(a) On September 21, 1998, the Registrant purchased substantially all of
the assets of Texcan Cables Inc., a Nevada corporation, Texcan Cables
International, Inc., a Nevada corporation and wholly owned subsidiary
of Texcan Cables Inc., and Texcan Cables Limited, a Canadian
corporation (collectively, the "Texcan Entities"). The assets acquired
include all property and assets used in the conduct of Texcan's
business, including inventory, accounts receivable, equipment, the name
"Texcan Cables" and the goodwill associated therewith.
Prior to this transaction, no material relationship existed between the
Registrant and the Texcan Entities, or between any affiliates of such
entities.
The Registrant paid the Texcan Entities at the closing an aggregate
purchase price consisting of 1,403,509 shares of the Registrant's
common stock, par value U.S.$.001 per share, 20,000 shares of the
Registrant's Series B convertible preferred stock, par value U.S.$.01
per share, which are convertible, in the aggregate, into an additional
1,403,509 shares of Registrant's common stock, and approximately
U.S.$27 million in cash. In addition, Anicom assumed approximately
U.S.$12 million of permitted bank indebtedness.
The cash portion of the purchase price in this transaction was paid out
of proceeds from Registrant's existing credit facility with Harris
Trust & Savings Bank, LaSalle National Bank, The First National Bank of
Chicago, and Bank of America National Trust & Savings Association, and
a new term loan facility with the Bank of Montreal dated September 21,
1998.
(b) Pursuant to this transaction, the Registrant acquired from the Texcan
Entities substantially all of the assets used by the Texcan Entities in
its business as a distributor of wire, cable and cable products. The
Registrant will continue to use these assets for the same purpose.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
Audited financial statements of the Texcan Entities required pursuant
to Regulation S-X cannot be provided at this time, but shall be filed
as soon as practicable and in no event later than 60 days after the
date by which this Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information
The pro forma financial information required pursuant to Article 11 of
Regulation S-X cannot be provided at this time, but shall be filed as
soon as practicable and in no event later than 60 days after the date
by which this Report on Form 8-K is required to be filed.
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(c) Exhibits
2.1 Asset Purchase Agreement by and among Anicom, Inc., Anicom
Multimedia Wiring Systems Incorporated, Texcan Cables Inc.,
Texcan Cables International, Inc., and Texcan Cables Limited,
dated as of September 21, 1998.
4.1 Certificate of Designations, Preferences and Rights of Series
B convertible preferred stock of Anicom, Inc.
4.2 Registration Rights Agreement by and between Anicom, Inc.,
Texcan Cables Inc., and Texcan Cables Limited, dated September
21, 1998.
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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 hereunto duly authorized.
Anicom, Inc.
Dated: October 5, 1998 By: /s/ DONALD C. WELCHKO
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Title: Chief Financial Officer
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Exhibit Index
Sequential
Page
Exhibit # Item Number
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2.1 Asset Purchase Agreement by and 6
among Anicom, Inc., Anicom
Multimedia Wiring Systems
Incorporated, Texcan Cables Inc.,
Texcan Cables International, Inc.,
and Texcan Cables Limited,
dated as of September 21, 1998.
4.1 Certificate of Designations, Preferences 64
and Rights of Series B convertible
preferred stock of Anicom, Inc.
4.2 Registration Rights Agreement by and 77
between Anicom, Inc., Texcan Cables
Inc., and Texcan Cables Limited, dated
September 21, 1998.
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