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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):
May 13, 1998
JLM INDUSTRIES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-22687 06-1163710
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(State or Other (Commission (I.R.S. Employer
Jurisdiction) File Number) Identification No.)
8675 Hidden River Parkway, Tampa, FL. 33637
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(Address of Principal Executive Office) (Zip Code)
(813) 632-3300
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(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets
On May 13, 1998, JLM completed the acquisition of Tolson Transport
B.V., a Dutch Company, Tolson Holland B.V., a Dutch company and Tolson Asia
Pte., Ltd, a Singapore company through the purchase of all of the outstanding
shares of capital stock of the three companies (the "Acquired Companies") from
their parent Tolson Holding, B.V., a Dutch company. The total purchase price
for the Acquired Companies was $5,750,000 subject to certain adjustments as
described below.
The Acquired Companies are global distributors and traders of
methanol, solvents, aromatics and olefins. The acquisition will expand the
Company's international chemical business especially in Asia and Europe
including an office in Russia.
The purchase price was determined based on a closing valuation date of
March 31, 1998 and was paid through an initial cash payment of $2,900,000 at
the time of closing less excluded receivables as defined in the Share Purchase
Agreement and the execution of a $2,850,000 promissory note that accrues
interest at the LIBOR rate plus 1%. The promissory note is payable in five
semi-annual installments of $350,000 with a lump-sum payment of $1.1 million
due in May 2001. If the combined shareholders' equity of the Acquired
Companies is less than zero at the effective closing date, Tolson will pay JLM
for any deficit. Conversely, if the combined shareholders' equity of the
Acquired Companies is in excess of zero at the time of the effective closing
date, then JLM is required to pay Tolson for such excess. Should JLM pay any
excess to Tolson, JLM will fund all required amounts to Tolson using its
acquisition line of credit. The acquisition line has an available borrowing
capacity of $7.5 million as of May 13, 1998.
The purchase of the Acquired Companies will exclude certain
receivables, as defined in the Share Purchase Agreement. For such excluded
receivables, JLM will collect such receivables on a best efforts basis and JLM
will receive a commission, as defined in the Share Purchase Agreement, for
actual collections made. The transaction will be treated as a purchase under
generally accepted accounting principles.
JLM is in the process of compiling unaudited pro forma consolidated financial
statements and related information in accordance with the provisions of Item 2
on Form 8-K. All audited financial statements and unaudited pro forma
consolidated financial statements required to be filed under applicable
regulations will be filed as soon as practicable, but in any event, no later
than 60 days after May 28, 1998, the date on which a Current Report on Form 8-K
is due to have been filed in respect of the Tolson acquisition.
Item 7. Financial Statements and Exhibits.
1. Financial statements and exhibits filed herewith: None.
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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.
JLM INDUSTRIES, INC.
Dated: May 27, 1998
By: /s/ John L. Macdonald
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John L. Macdonald
President and Chief Executive Officer
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