SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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):
December 18, 2001
AKI HOLDING CORP.
(Exact name of registrant as specified in its charter)
Commission File Number: 333-60991
Delaware 74-2883163
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
AKI, INC.
(Exact name of registrant as specified in its charter)
Commission File Number: 333-60989
Delaware 13-3785856
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1815 East Main Street
Chattanooga, TN 37404
(Address of principal executive offices) (Zip Code)
(423) 624-3301
(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 18, 2001, IST, Corp. ("IST"), a wholly owned subsidiary of AKI,
Inc., executed a definitive asset purchase agreement with Color Prelude, Inc.
for certain assets, including intellectual property, related to Color Prelude's
interactive sampling systems. IST intends to use the purchased assets in its
marketing and sampling business, which is substantially the same purpose that
Color Prelude used the assets. IST paid $18,900,845 in cash for the assets and
assumed certain liabilities totaling approximately $3,000,000. IST received the
consideration proceeds from AKI, which received the proceeds by way of a draw
under its amended and restated credit agreement with Heller Financial, Inc. The
price of the assets was determined through arm's length negotiations regarding
the terms of the asset purchase agreement.
In addition, AKI, Inc. executed an amended and restated credit agreement with
Heller Financial, Inc., as agent for the named financial institutions.
A copy of the asset purchase agreement and the amended and restated credit
agreement are filed as exhibits to this current report on Form 8-K. The
foregoing descriptions of the agreements are qualified in their entirety by
reference to the documents that are filed as exhibits hereto and incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
The financial statements required by this item will be filed as
an amendment to this Form 8-K as soon as practicable, but not later
than 60 days after the date this Current Report on Form 8-K must be
filed.
(b) Pro Forma Financial Information.
The pro forma financial information required by this item will be
filed as an amendment to this Form 8-K as soon as practicable, but not
later than 60 days after the date this Current Report on Form 8-K must
be filed.
(c) Exhibits
2.1 Asset Purchase Agreement dated as of December 18, 2001 by
and among Heritage Marketing Corporation, Color Prelude,
Inc. and IST, Corp.
10.1 Amended and Restated Credit Agreement dated as of December
18, 2001 by and among AKI, Inc. and Heller Financial, Inc.
and Other Financial Institutions Party hereto.
99.1 Press release issued on December 20, 2001 by AKI, Inc.
(Signatures on Next Page)
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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.
AKI HOLDING CORP.
Date: December 26, 2001 By: /s/ Kenneth A. Budde
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Kenneth A. Budde
Senior Vice President &
Chief Financial Officer
(Principal Financial and
Accounting Officer)
AKI, INC.
Date: December 26, 2001 By: /s/ Kenneth A. Budde
------------------------------
Kenneth A. Budde
Senior Vice President &
Chief Financial Officer
(Principal Financial and
Accounting Officer)
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EXHIBIT INDEX
Exhibit Description
- ------- -----------
(c) Exhibits
2.1 Asset Purchase Agreement dated as of December 18, 2001 by and among
Heritage Marketing Corporation, Color Prelude, Inc. and IST, Corp.
10.1 Amended and Restated Credit Agreement dated as of December 18, 2001
by and among AKI, Inc. and Heller Financial, Inc. and Other Financial
Institutions Party hereto.
99.1 Press release issued on December 20, 2001 by AKI, Inc.