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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
(September 29, 2000)
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Date of Report
(Date of earliest event reported)
UNIVERSAL MFG. CO.
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(Exact name of registrant as specified in its charter)
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Nebraska 42-0733240
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(State of Incorporation) (Commission file Number) (IRS Employer Identification No.)
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405 Diagonal Street, Algona, Iowa 50511-0190
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(Address of Principal Executive Office)
(515) 295-3557
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(Registrant's Telephone Number, Including Area Code)
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Explanatory Note
This Amendment to the Current Report on Form 8-K/A is being filed in
order to amend Item 7 of the Current Report on Form 8-K filed on October 12,
2000, by Universal Mfg. Co. ("Universal Mfg.").
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
As previously reported on the Current Report on Form 8-K filed on
October 12, 2000 by Universal Mfg., Universal Mfg. and Universal Distribution
LLC ("Universal Distribution" and collectively with Universal Mfg.,
"Universal"), a subsidiary of Universal Mfg., signed an agreement to form a
limited liability company (the "Formation Agreement") with Rainbo Oil Company,
an Iowa corporation ("Rainbo Oil") and Paul Fahey, President and majority
shareholder of Rainbo Oil. The Formation Agreement established the parties'
intent to organize a Nebraska limited liability company to be known as Rainbo
Company LLC d/b/a Value Independent Parts ("Rainbo LLC") for the purpose of
purchasing and operating the automobile parts distribution business operated by
Rainbo Oil as an unincorporated internal business division (the "VIP Division").
On September 29, 2000, Universal, through Rainbo LLC, executed an asset
purchase agreement to acquire substantially all the assets of the VIP Division.
The terms of the acquisition of the VIP Division by Rainbo LLC were previously
disclosed on the Current Report on Form 8-K, which was filed with the Securities
and Exchange Commission on October 12, 2000 and is herein incorporated by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired
(i) The audited statements of net assets acquired for the
years ended November 30, 1999 and November 30, 1998
and the audited statements of revenues and net
operating expenses for the years ended November 30,
1999 and November 30, 1998, including the independent
auditor's report and footnotes, are attached.
(ii) The unaudited statement of net assets acquired for
the eight month period ended July 31, 2000 and the
unaudited statements of revenues and direct operating
expenses covering the eight month periods ended July
31, 2000 and July 31, 1999 are attached.
(b) Pro forma financial information
The unaudited condensed pro forma balance sheet and income
statement for the eight month period ended July 31, 2000,
including the introduction and footnotes, are attached.
(c) Exhibits
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Exhibit No. Description
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2.1 Asset Purchase Agreement, dated as of September 29,
2000 by and between Rainbo Company LLC and Rainbo
Oil Company.*
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* Filed previously with the Current Report on Form 8-K, which was filed with the
Securities and Exchange Commission on October 12, 2000.
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.
UNIVERSAL MFG. CO.
Date: December 13, 2000 /s/ Donald D. Heupel, President
