TREASURY INTERNATIONAL INC
8-K, 1999-02-17
DRUGS, PROPRIETARIES & DRUGGISTS' SUNDRIES
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                       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 1, 1998
               -------------------------------------------------


                          Treasury International, Inc.
                         -----------------------------
             (Exact name of registrant as specified in its charter)



              Delaware                0-28514              98-0160284
    ------------------------  -----------------------     ------------
    (State of Incorporation)  (Commission File Number)    (IRS Employer
                                                        Identification No.)


                               1183 Finch Avenue West
                       Downsview, Ontario, Canada M3J 2G2
             -----------------------------------------------------
               (Address of principal executive offices) (Zip Code)



                                  (416) 663-0668
                         -------------------------------
                         (Registrant's telephone number)

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<PAGE>



Item 2.           Acquisition or Disposition of Assets.

     On  December  1,  1998,  Treasury   International,   Inc.  (the  "Company")
consummated  the sale of 100% of the stock of its indirect  subsidiary Mega Blow
Moulding  Limited  ("Mega  Blow"),  a company  engaged  in the  manufacture  and
marketing of custom  plastic  containers,  to 1299004  Ontario  Corporation,  an
Ontario  corporation  ("Ontario").  Pursuant to the terms of that certain  Stock
Purchase  Agreement  dated  August 11, 1998 and  amendment  thereto  dated as of
September 30, the purchase price was  $5,100,000,  of which $250,000 was paid in
cash, $850,000 was paid directly to Mega Blow's bank to repay its line of credit
and the remaining  $4,000,000 is evidenced by Ontario's non-interest  bearing,
190-day promissory note (the "Promissory  Note").  

Item 7.           Financial  Statements and Exhibits. 

     Exhibits 

          2.   Stock Purchase Agreement (incorporated by reference to the  
Company's  Proxy  Statement  pursuant  to Section  14(A) of the  Securities
Exchange  Act of 1934  (Amendment  No.  3)), as filed  with the  Securities and
Exchange Commission on November 18, 1998.

            
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<PAGE>

            
                                  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.

Date:  February 11, 1999              TREASURY INTERNATIONAL, INC.


                                      By: /s/ James Hal
                                          -------------------------------------
                                          James Hal
                                          President and Chief Executive Officer



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