<PAGE> 1
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) June 30, 1998
CLYDE COMPANIES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Utah 333-41837 87-0260879
- ----------------------------------- --------------------------------- ---------------------------------
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File No.) Identification No.)
</TABLE>
1423 Devonshire Drive Salt Lake City, Utah 84108
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(Address of principal executive offices) (Zip Code)
(801) 582-2783
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(Registrant's telephone number, including area code)
N/A
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(Former name, former address and former fiscal year,
if changed since last report)
Page 1 of 12 pages
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Item 2. Acquisition or Disposition of Assets
On June 19, 1998, the shareholders of Clyde Companies, Inc., a
Utah corporation ("CCI"), W.W. Clyde & Co., a Utah corporation ("Clyde"), Geneva
Rock Products, Inc., a Utah corporation ("Geneva Rock"), Utah Service, Inc., a
Utah corporation ("Utah Service"), and Beehive Insurance Agency, Inc., a Utah
corporation ("Beehive Insurance") approved the Amended and Restated Agreement
and Plan of Merger ("Merger Agreement") dated as of November 13, 1997 providing
for the merger (the "Merger") of Clyde, Geneva Rock, Utah Service and Beehive
Insurance with wholly owned subsidiaries of CCI. The Merger became effective as
of June 30, 1998 and, at that time, Clyde, Geneva Rock, Utah Service and Beehive
Insurance became wholly owned subsidiaries of CCI. Upon the effective date of
the Merger, each issued and outstanding share of Clyde Common Stock, Geneva Rock
Common Stock, Utah Service Common Stock and Beehive Insurance Common Stock was
converted into, respectively, 33.93, 239.27, 43.43 and 4.33 shares of CCI Common
Stock. For a description of the Merger Agreement and the transactions
contemplated thereby, see CCI's Proxy Statement/Prospectus dated May 13, 1998,
which is incorporated herein by reference.
In connection with the closing of the Merger, H. Michael Clyde
and Tawna Clyde Smith were elected as directors of CCI. Also, the following
persons were elected as officers of CCI:
Richard C. Clyde President and Chief Executive
Officer
Wilford W. Clyde Vice President and Chief Operating
Officer
Carol C. Salisbury Secretary
Don McGee Assistant Secretary and Treasurer
Item 7. Financial Statements and Exhibits
(a) (b) Financial statements of businesses acquired and pro-forma
financial statements.
The financial statements and pro-forma financial information
required by Item 7 of Form 8-K will be filed by amendment pursuant to paragraph
(a)(4) of Item 7.
(c) Exhibits
1. Articles of Merger of W.W. Clyde Reorganization
Corporation into W.W. Clyde & Co., effective as of June
30, 1998
2
<PAGE> 3
2. Articles of Merger of Geneva Rock Reorganization
Corporation into Geneva Rock Products, Inc., effective
as of June 30, 1998
3. Articles of Merger of Utah Service Reorganization
Corporation into Utah Service Inc., effective as of June
30, 1998
4. Articles of Merger of Beehive Insurance
Reorganization Corporation into Beehive Insurance
Agency, Inc., effective as of June 30, 1998
3
<PAGE> 4
SIGNATURE
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.
REGISTRANT:
CLYDE COMPANIES, INC.
By /s/ Richard C. Clyde
-------------------------------
Richard C. Clyde, President
Date: July 13, 1998
4
<PAGE> 5
ARTICLES OF MERGER
OF
W.W. CLYDE REORGANIZATION CORPORATION
INTO
W.W. CLYDE & CO.
EFFECTIVE JUNE 30, 1998 AT 9:00 A.M.
In accordance with Section 16-10a-1105 of the Utah Revised
Business Corporation Act (the "URBCA"), W.W. Clyde & Co., a Utah corporation
("Clyde"), hereby declares and certifies as follows:
ARTICLE ONE
Plan of Merger
The Agreement and Plan of Merger, dated as of November 13, 1997
and amended and restated as of April 17, 1998 (as amended and restated, the
"Plan of Merger"), among Clyde, W.W. Clyde Reorganization Corporation, a Utah
corporation ("CRC"), and the other parties signatory thereto, is attached hereto
as Exhibit A and is incorporated herein by this reference.
ARTICLE TWO
Shareholder Approval
The shareholders of each of Clyde and CRC were required to
approve the Plan of Merger. The designation, number of outstanding shares,
number of votes entitled to be cast by each voting group entitled to vote
separately, and the total number of votes cast for and against the Plan of
Merger by each voting group entitled to vote separately were as follows:
<TABLE>
<CAPTION>
Corporation and Outstanding Votes entitled For Against
Designation Shares to be cast
--------------- ----------- -------------- ------ -------
<S> <C> <C> <C> <C>
Clyde 94,544 94,544 91,947 2,330
Common Stock
CRC 1,000 1,000 1,000 0
Common Stock
</TABLE>
<PAGE> 6
The number of votes cast for the Plan of Merger was sufficient for approval.
ARTICLE THREE
Effective Date
Pursuant to Section 16-10a-1105(2) of the URBCA, these Articles
of Merger shall be effective on June 30, 1998 at 9:00 a.m.
IN WITNESS WHEREOF, Clyde hereby certifies to the truth of the
facts stated herein and executes and delivers these Articles of Merger this 19th
day of June, 1998.
W.W. Clyde & Co.,
a Utah corporation
By: /s/ Richard C. Clyde
-------------------------------
Its: President
-------------------------------
ATTEST:
By: /s/ Keith M. Nielson
-------------------------------
Its: Secretary
------------------------------
MAILING ADDRESS
If, upon completion of filing of the above Articles of Merger,
the Division elects to send a copy of the Articles of Merger to Clyde by mail,
the address to which the copy should be mailed is:
W.W. Clyde & Co.
1375 North Main Street
Springville, Utah 84663
<PAGE> 7
ARTICLES OF MERGER
OF
GENEVA ROCK REORGANIZATION CORPORATION
INTO
GENEVA ROCK PRODUCTS, INC.
EFFECTIVE JUNE 30, 1998 AT 12:00 NOON
In accordance with Section 16-10a-1105 of the Utah Revised
Business Corporation Act (the "URBCA"), Geneva Rock Products, Inc., a Utah
corporation ("Geneva Rock"), hereby declares and certifies as follows:
ARTICLE ONE
Plan of Merger
The Agreement and Plan of Merger, dated as of November 13, 1997
and amended and restated as of April 17, 1998 (as amended and restated, the
"Plan of Merger"), among Geneva Rock, Geneva Rock Reorganization Corporation, a
Utah corporation ("GRRC"), and the other parties signatory thereto, is attached
hereto as Exhibit A and is incorporated herein by this reference.
ARTICLE TWO
Shareholder Approval
The shareholders of each of Geneva Rock and GRRC were required to
approve the Plan of Merger. The designation, number of outstanding shares,
number of votes entitled to be cast by each voting group entitled to vote
separately, and the total number of votes cast for and against the Plan of
Merger by each voting group entitled to vote separately were as follows:
<TABLE>
<CAPTION>
Corporation and Outstanding Votes entitled For Against
Designation Shares to be cast
--------------- ----------- -------------- ------ -------
<S> <C> <C> <C> <C>
Geneva Rock 21,802 21,802 20,622 471
Common Stock
GRRC 1,000 1,000 1,000 0
Common Stock
</TABLE>
<PAGE> 8
The number of votes cast for the Plan of Merger was sufficient for approval.
ARTICLE THREE
Effective Date
Pursuant to Section 16-10a-1105(2) of the URBCA, these Articles
of Merger shall be effective on June 30, 1998 at 12:00 noon.
IN WITNESS WHEREOF, Geneva Rock hereby certifies to the truth of
the facts stated herein and executes and delivers these Articles of Merger this
19th day of June, 1998.
Geneva Rock Products, Inc.,
a Utah corporation
By: /s/ Wilford W. Clyde
-------------------------------
Its: President
-------------------------------
ATTEST:
By: /s/ W.R. Clyde
-------------------------------
Its: Secretary
------------------------------
MAILING ADDRESS
If, upon completion of filing of the above Articles of Merger,
the Division elects to send a copy of the Articles of Merger to Geneva Rock by
mail, the address to which the copy should be mailed is:
Geneva Rock Products, Inc.
1565 West 400 North
Orem, Utah 84057
2
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ARTICLES OF MERGER
OF
UTAH SERVICE REORGANIZATION CORPORATION
INTO
UTAH SERVICE INC.
EFFECTIVE JUNE 30, 1998 AT 10:00 A.M.
In accordance with Section 16-10a-1105 of the Utah Revised
Business Corporation Act (the "URBCA"), Utah Service Inc., a Utah corporation
("Utah Service"), hereby declares and certifies as follows:
ARTICLE ONE
Plan of Merger
The Agreement and Plan of Merger, dated as of November 13, 1997
and amended and restated as of April 17, 1998 (as amended and restated, the
"Plan of Merger"), among Utah Service, Utah Service Reorganization Corporation,
a Utah corporation ("USRC"), and the other parties signatory thereto, is
attached hereto as Exhibit A and is incorporated herein by this reference.
ARTICLE TWO
Shareholder Approval
The shareholders of each of Utah Service and USRC were required
to approve the Plan of Merger. The designation, number of outstanding shares,
number of votes entitled to be cast by each voting group entitled to vote
separately, and the total number of votes cast for and against the Plan of
Merger by each voting group entitled to vote separately were as follows:
<TABLE>
<CAPTION>
Corporation and Outstanding Votes entitled For Against
Designation Shares to be cast
--------------- ----------- -------------- ------ -------
<S> <C> <C> <C> <C>
Utah Service 5,413 5,413 5,025 275
Common Stock
USRC 1,000 1,000 1,000 0
Common Stock
</TABLE>
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The number of votes cast for the Plan of Merger was sufficient for approval.
ARTICLE THREE
Effective Date
Pursuant to Section 16-10a-1105(2) of the URBCA, these Articles
of Merger shall be effective on June 30, 1998 at 10:00 a.m.
IN WITNESS WHEREOF, Utah Service hereby certifies to the truth of
the facts stated herein and executes and delivers these Articles of Merger this
19th day of June, 1998.
Utah Service Inc.,
a Utah corporation
By: /s/ David O. Cook
-------------------------------
Its: President
------------------------------
ATTEST:
By: Lawrence Kosmuch
-------------------------------
Its: Secretary
-------------------------------
MAILING ADDRESS
If, upon completion of filing of the above Articles of Merger,
the Division elects to send a copy of the Articles of Merger to Utah Service by
mail, the address to which the copy should be mailed is:
Utah Service Inc.
35 East 400 South
Springville, Utah 84663
<PAGE> 11
ARTICLES OF MERGER
OF
BEEHIVE INSURANCE REORGANIZATION CORPORATION
INTO
BEEHIVE INSURANCE AGENCY, INC.
EFFECTIVE JUNE 30, 1998 AT 11:00 A.M.
In accordance with Section 16-10a-1105 of the Utah Revised
Business Corporation Act (the "URBCA"), Beehive Insurance Agency, Inc., a Utah
corporation ("Beehive Insurance"), hereby declares and certifies as follows:
ARTICLE ONE
Plan of Merger
The Agreement and Plan of Merger, dated as of November 13, 1997
and amended and restated as of April 17, 1998 (as amended and restated, the
"Plan of Merger"), among Beehive Insurance, Beehive Insurance Reorganization
Corporation, a Utah corporation ("BIRC"), and the other parties signatory
thereto, is attached hereto as Exhibit A and is incorporated herein by this
reference.
ARTICLE TWO
Shareholder Approval
The shareholders of each of Beehive Insurance and BIRC were
required to approve the Plan of Merger. The designation, number of outstanding
shares, number of votes entitled to be cast by each voting group entitled to
vote separately, and the total number of votes cast for and against the Plan of
Merger by each voting group entitled to vote separately were as follows:
<TABLE>
<CAPTION>
Corporation and Outstanding Votes entitled For Against
Designation Shares to be cast
--------------- ----------- -------------- ------ -------
<S> <C> <C> <C> <C>
Beehive Insurance 21,467 21,467 16,500 4,275
Common Stock
BIRC 1,000 1,000 1,000 0
Common Stock
</TABLE>
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The number of votes cast for the Plan of Merger was sufficient for approval.
ARTICLE THREE
Effective Date
Pursuant to Section 16-10a-1105(2) of the URBCA, these Articles
of Merger shall be effective on June 30, 1998 at 11:00 a.m.
IN WITNESS WHEREOF, Beehive Insurance hereby certifies to the
truth of the facts stated herein and executes and delivers these Articles of
Merger this 19th day of June, 1998.
Beehive Insurance Agency, Inc.,
a Utah corporation
By: /s/ W. Douglas Snow
-------------------------------
Its: President
------------------------------
ATTEST:
By: /s/ Carol C. Salisbury
-------------------------------
Its: Secretary
------------------------------
MAILING ADDRESS
If, upon completion of filing of the above Articles of Merger,
the Division elects to send a copy of the Articles of Merger to Beehive
Insurance by mail, the address to which the copy should be mailed is:
Beehive Insurance Agency, Inc.
302 West 5400 South
Murray, Utah 84107
