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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 17, 1998
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INTREPID CAPITAL CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 333-66859 63-1197797
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(STATE OR OTHER (COMMISSION FILE NUMBER) (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION
INCORPORATION) NUMBER)
3819 MONTCLAIR ROAD, SUITE 206, BIRMINGHAM, ALABAMA 35213
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 904-350-9999
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ITEM 5. OTHER EVENTS.
On December 17, 1998, the Registrant, a recently formed holding company
and wholly-owned subsidiary of Enviroq Corporation, became the parent holding
company of Enviroq Corporation, a Delaware corporation ("Enviroq"),
Institutional Asset Management, Inc., a Florida corporation ("IAM"), and Capital
Research Corporation, a Florida corporation ("CRC"), as a result of the
consummation of the transactions contemplated by the Agreement and Plan of
Reorganization, dated as of April 22, 1998, as amended and restated on October
29, 1998 (as so amended and restated, the "Merger Agreement"), among the
Registrant, Enviroq, IAM, CRC, Freedom Holdings of Alabama, Inc., a Delaware
corporation ("Sub-1"), IAM Merger Sub, Inc., a Florida corporation ("Sub-2"),
and CRC Merger Sub, Inc., a Florida corporation ("Sub-3"). Pursuant to the
Merger Agreement, Sub-1 merged with and into Enviroq with Enviroq being the
surviving corporation (the "Enviroq Merger"), Sub-2 merged with and into IAM
with IAM being the surviving corporation (the "IAM Merger") and Sub-3 merged
with and into CRC with CRC being the surviving corporation (the "CRC Merger").
The Enviroq Merger, the IAM Merger and the CRC Merger are referred to herein
collectively as the "Transaction."
Upon the consummation of (i) the Enviroq Merger, Enviroq became a
wholly-owned subsidiary of the Registrant, and each share of Enviroq common
stock, par value $.01 per share (the "Enviroq Common Stock"), issued and
outstanding was automatically converted into one fully-paid and nonassessable
share of the common stock, par value $.01 per share, of the Registrant (the
"Registrant's Common Stock") and $2.23 in cash, (ii) the IAM Merger, IAM became
a wholly-owned subsidiary of the Registrant, and each share of IAM common stock,
par value $.01 per share (the "IAM Common Stock"), issued and outstanding was
automatically converted into 1206.149 fully-paid and nonassessable shares of the
Registrant's Common Stock, (iii) the CRC Merger, CRC became a wholly-owned
subsidiary of the Registrant, and each share of CRC common stock, par value
$25.00 per share (the "CRC Common Stock"), issued and outstanding was
automatically converted into 1206.149 fully-paid and nonassessable shares of the
Registrant's Common Stock, and (iv) the Transaction, each currently outstanding
and unexercised option to purchase shares of Enviroq Stock, IAM Stock and CRC
Stock was automatically cancelled for no consideration. The Registrant will
issue new stock certificates to the stockholders of record of Enviroq, IAM and
CRC in connection with the consummation of the Transaction.
Immediately following the consummation of the Transaction, Enviroq
suspended its duty under Section 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), to file reports required by Section 13(a) of
the Exchange Act.
The description of the Registrant's Capital Stock, including the
Registrant's Common Stock, contained under the caption "DESCRIPTION OF INTREPID
CAPITAL STOCK" in the Registrant's Registration Statement on Form S-4 filed with
the Securities and Exchange Commission on November 6, 1998 (Commission File No.
333-66859) is incorporated herein by this reference (the "Registration
Statement").
The foregoing description of the Transaction and the Merger Agreement
is qualified in its entirety by reference to the Merger Agreement appearing in
Enviroq's Proxy Statement/Prospectus and Offer to Redeem dated November 9, 1998,
which constitutes a part of the Registration Statement.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) - (b). Financial Statements and Pro Forma Financial Information.
All required financial statements and pro forma financial information has been
filed with the Securities and Exchange Commission as part of the Registration
Statement.
(c) Exhibits.
2.1 Amended and Restated Agreement and Plan of Reorganization dated
October 29, 1998 among Intrepid Capital Corporation, Enviroq
Corporation, Institutional Asset Management, Inc., Capital
Research Corporation, Freedom Holdings of Alabama, Inc., IAM
Merger Sub, Inc. and CRC Merger Sub, Inc. (Incorporated herein by
reference to Exhibit 2(a) to the Registrant's Registration
Statement on Form S-4 filed with the Securities and Exchange
Commission on November 6, 1998, Commission File No. 333-66859).
99.1 Press Release issued December 17, 1998.
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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.
INTREPID CAPITAL CORPORATION
By: /s/ FORREST TRAVIS
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Forrest Travis
Its President and Chief Executive Officer
Dated as of December 31, 1998
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EXHIBIT 99.1
Intrepid Capital Corporation and Enviroq Corporation Announce Reorganization
With Institutional Asset Management, Inc. and Capital Research Corporation
BIRMINGHAM, Ala.
Dec. 17, 1998--INTREPID CAPITAL CORPORATION (OTC BB:ICAP) and ENVIROQ
CORPORATION announced today that their reorganization is complete, resulting in
Enviroq Corporation, Institutional Asset Management, Inc. and Capital Research
Corporation becoming wholly-owned subsidiaries of Intrepid.
The reorganization was completed in accordance with the Amended and
Restated Agreement and Plan of Reorganization dated October 29, 1998, which was
approved by a vote of the stockholders of Enviroq on December 14, 1998.
Accordingly, shares of Enviroq Corporation stock were converted into a right to
receive the merger consideration as set forth in the Agreement and Plan of
Reorganization.
Forrest Travis, Intrepid's president and chief executive officer commented
that "We are extremely excited about Intrepid. We will continue to offer a wide
range of quality investment management services to our clients. At the same
time, we will be seeking new business partners to become affiliates of Intrepid
in order to offer quality services to a larger client base. We are confident
that our business plan is sound and our management team is looking forward to
growing Intrepid into a significant player in the asset management business."
William Long, Intrepid Vice President (and former CEO of Enviroq) added "We
believe that Intrepid has a bright future, and we hope it will prove to be a
good investment for the former Enviroq stockholders."
Intrepid Capital Corporation is engaged primarily in providing investment
advisory and management services to institutional clients both public and
private, for-profit and non-profit corporations, labor unions and individuals.
Subsidiaries of Intrepid include Institutional Asset Management, Inc; an asset
management firm, and Capital Research Corporation; a broker/dealer. Also
included as a subsidiary of Intrepid is Enviroq Corporation, an environmental
infrastructure firm.
CONTACT: Enviroq Corporation
William Long, 205/870-0588
