<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): February 15, 1995
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Frank E. Best, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Washington
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(State or Other Jurisdiction of Incorporation)
0-1490 35-1142810
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(Commission File Number) (I.R.S. Employer Identification No.)
P.O. Box 50444, Indianapolis, Indiana 46250
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(Address of Principal Executive Offices) (Zip Code)
(317) 849-2250
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On February 15, 1995, Best Lock Corporation, an Indiana corporation
("BLC"), which is a subsidiary of Best Universal Lock Co. which is in turn a
subsidiary of the Registrant, purchased an eighty-seven percent (87%) non-voting
partnership interest in Best Lock Partnership, a newly formed Indiana general
partnership (the "Partnership") for the total consideration of $5,582,625.59.
This acquisition was made in two steps. First, on February 15, 1995, BLC
acquired an eighty-four and one-half percent (84.5%) interest in the Partnership
by purchasing non-voting interests in the Partnership from the following persons
for the following amounts:
<TABLE>
<CAPTION>
Best Lock Partnership Purchase
(Non-Voting Interest) Price
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<S> <C>
Robert W. Best $ 250,323.45
Denise Best 31,223.14
Richard E. Best 250,323.45
Amber Best 31,223.14
Marshall W. Best 250,323.45
Tracey Best 31,223.14
Walter E. Best as the trustee of
the Walter E. Best Revocable Trust 3,532,521.46
Dona J. Best as the trustee of the
Dona J. Best Revocable Trust 144,272.44
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Total $4,521,433.67
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</TABLE>
Second, BLC acquired a two and one-half percent (2.5%) interest in the
Partnership directly from the Partnership for $1,061,191.92.
The total assets of the Partnership (which has no material liabilities) are
$6,571,711.60. Russell C. Best, President of the Registrant and a member of the
Registrant's Board of Directors, and Walter E. Best Company, Inc., an affiliated
corporation the voting shares of which are all owned by Russell C. Best, are the
holders of the remaining thirteen percent (13%) interest in the Partnership,
which thirteen percent (13%) interest represents the entire voting interests of
the Partnership.
On February 15, 1995, the Partnership acquired shares of capital stock in
the Registrant and Best Universal Lock Co. for the aggregate purchase price of
$1,061,191.92. The sellers of such shares and the purchase price paid for the
shares of these corporations are as follows:
<TABLE>
<CAPTION>
The Registrant Purchase
(Common Shares) Price
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<S> <C>
Walter E. Best $ 293.60
Robert W. Best 43,746.40
Richard E. Best 43,658.32
Marshall W. Best 43,658.32
The Huntington Trust Company, NA
as the trustee of the Walter E. Best
Irrevocable Trust 349,119.76
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Total $480,476.40
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</TABLE>
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<TABLE>
<CAPTION>
Best Universal Lock Co. Purchase
(Common Shares) Price
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<S> <C>
Walter E. Best $ 329.80
Robert W. Best 140,362.88
Richard E. Best 140,362.88
Marshall W. Best 140,362.88
Dona J. Best as the trustee of
the Dona J. Best Revocable 158,172.08
Trust
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Total $ 579,590.52
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</TABLE>
<TABLE>
<CAPTION>
Best Universal Lock Co. Purchase
(Preferred Shares) Price
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<S> <C>
Robert W. Best $ 375.00
Richard E. Best 375.00
Marshall W. Best 375.00
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Total $ 1,125.00
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</TABLE>
Also, on February 15, 1995, BLC acquired shares of its own common stock at
an aggregate purchase price of $2,595,670.00. The sellers of such shares and
the purchase price for such shares are as follows:
<TABLE>
<CAPTION>
Best Lock Corporation Purchase
(Common Shares) Amount
------------------------------------------------------------
<S> <C>
Walter E. Best $ 770.00
Robert W. Best 734,195.00
Richard E. Best 649,495.00
Marshall W. Best 649,495.00
Dona J. Best as the trustee of
the Dona J. Best Revocable
Trust 561,715.00
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Total $2,595,670.00
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</TABLE>
The relationships among the parties are as follows: Prior to February 15,
1995, Walter E. Best was President, Chairman, and a member of the Board of
Directors of each of the Registrant, Best Universal Lock Co., BLC, and Walter E.
Best Company, Inc. He is the father of the Registrant's current President,
Russell C. Best, Robert W. Best, Richard E. Best and Marshall W. Best. Prior to
February 15, 1995, Robert W. Best was Assistant to the President of BLC. He is
a brother of the Registrant's current President, Russell C. Best. Prior to
February 15, 1995, Richard E. Best was a Vice President of BLC. He also is a
brother of the Registrant's current President, Russell C. Best. Prior to
February 15, 1995, Marshall W. Best was a Vice President of BLC. He also is a
brother of the Registrant's current President, Russell C. Best. The Walter E.
Best Revocable Trust is a revocable trust established by Walter E. Best. The
Dona J. Best Revocable Trust is a revocable trust established by Dona J. Best
who is the mother of Russell C. Best. Denise Best is the spouse of Robert W.
Best; Amber Best is the spouse of Richard E. Best; and Tracey Best is the spouse
of Marshall W. Best.
The purchase price of the shares of the Registrant, Best Universal Lock Co.
and BLC were based on the respective appraised values of such shares as of
December 31, 1993 as determined by an independent appraiser, Sigurd R. Wendin &
Associates, Inc. of Birmingham, Michigan.
<PAGE>
BLC's acquisition of its interest in the Partnership and its redemption of
its own common shares were funded through a line of credit obtained by BLC from
Huntington National Bank of Indianapolis, Indiana.
The series of transactions described above was approved unanimously by the
Boards of Directors of the Registrant and of BLC and was undertaken pursuant to
an Agreement dated February 15, 1995. (See Item No. 5 below.) An opinion was
rendered by Merrill Lynch, Pierce, Fenner & Smith Incorporated to BLC's Board of
Directors that the settlement transactions were fair to BLC.
Item 5. Other Events.
BLC has settled all claims arising from a derivative action threatened
against it by a director, as well as all claims against BLC's Chief Executive
Officer and another officer of BLC. The material components of the settlement
include: (i) the resignation of Walter E. Best from the Board of Directors and
as President of each of the Registrant, Best Universal Lock Co., Frank E. Best,
Inc., and Walter E. Best Company, Inc.; (ii) the resignations of Richard E. Best
and Marshall W. Best as officers and employees of BLC and the resignation of
Robert W. Best as an employee of BLC; (iii) the payment of the total sum of
$2,134,349.32 as severance and vacation and bonus day payments to Walter E.
Best, Robert W. Best, Richard E. Best, Marshall W. Best and Edwina McLemore, an
employee of BLC; (iv) the payment of the total sum of $1,240,000.00 in exchange
for covenants not to compete from Walter E. Best, Robert W. Best, Richard E.
Best and Marshall W. Best; and (v) the payment of the total sum of $8,178,295.59
for the acquisition of shares of the Registrant, shares of Best Universal Lock
Co., shares of BLC and interests in the Partnership from: (i) Walter E. Best;
(ii) Robert W. Best, Richard E. Best, Marshall W. Best and their spouses; (iii)
the Walter E. Best Revocable Trust; (iv) the Dona J. Best Revocable Trust; and
(v) the Walter E. Best Irrevocable Trust. (See Item 2 above for details).
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 hereunto duly authorized.
FRANK E. BEST, INC..
Date: 2-24-95 /s/ Russell C. Best
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Russell C. Best
President and Chief Executive Officer,
Frank E. Best, Inc.
