FORM 8-B
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Registration of Securities of Certain Successor Issuers
Filed Pursuant to Section 12(b) or (g)
of The Securities Exchange Act of 1934
FRANK E. BEST, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 35-1142810
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. BOX 50444, Indianapolis, Indiana 46250
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock Par Value $1.00
(Title of Class)
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Item 1. General Information.
(a) The Registrant was organized in 1920 as a corporation under the laws of the
State of Washington. The Registrant was reincorporated effective as of December
20, 1995 under the laws of the State of Delaware.
(b) The Registrant's fiscal year ends on December 31.
Item 2. Transaction of Succession.
(a) The predecessor of the Registrant which had securities registered pursuant
to Section 12(g) of the Act was Frank E. Best, a Washington corporation.
(b) The reincorporation of the Registrant was completed through the merger of
Frank E. Best, Inc., a Washington corporation, into its wholly owned subsidiary,
Frank E. Best, a Delaware corporation. The shareholders of the predecessor are
the shareholders of the Registrant. The relative share ownership interests and
number of shares issued and outstanding were not changed by the reincorporation.
Item 3. Securities to be Registered.
The Registrant seeks to register its 600,000 authorized shares of Common
Stock, $1.00 Par Value. There are presently 600,000 shares issued and 598,710
shares outstanding. 1,290 shares are presently held in the treasury of the
Registrant.
Item 4. Description of the Registrant's Securities to Be Registered.
The Registrant's authorized capital stock consists of 600,000 shares of
Common Stock, $1.00 Par Value (the "Common Stock"). The rights of each share of
outstanding Common Stock are identical. There is only one class of Common Stock
authorized and outstanding. The Registrant incorporates by reference the
description of the Registrant's Securities contained in its Information
Statement filed on October 10, 1996.
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Item 5. Financial Statements and Exhibits.
The Registrant is not required to file financial statements together with
this Form 8-B, pursuant to the instructions to Form 8-B, because its financial
statements are the same financial statements of Frank E. Best, Inc., a
Washington corporation. The Registrant includes the following Exhibits with this
Form 8-B:
Exhibit Description
2 Agreement and Plan of Merger by and between Frank E. Best,
Inc., a Washington corporation into Frank E. Best, Inc., a
Delaware corporation (Incorporated by reference to Exhibit A
of the Registrant's Information Statement filed on October 10,
1996)
3(a) Certificate of Incorporation of Frank E. Best, Inc.
(Incorporated by reference to Exhibit 3(a) of the
Registrant's Form 10-K for the year ended December 31,
1995)
3(b) Bylaws of Frank E. Best, Inc. (Incorporated by
reference to Exhibit 3(b) of the Registrant's Form 10-K
for the year ended December 31, 1995)
10(a) Settlement Agreement, dated February 15, 1995, by and
among certain members of the Best family and their
affiliates and Best Lock Corporation, Frank E. Best,
Inc., and Best Universal Lock Co. (Incorporated by
reference to Exhibit 99 to the Registrant's Form 10-Q
for the quarter ended March 31, 1995)
10(b) Loan Agreement, dated May 5, 1994, between Best Lock
Corporation and Russell C. Best as amended by Amendment
to Loan Agreement, dated February 15, 1995
(Incorporated by reference to Exhibit 10-B of Form 10-K
Amendment No. 1 filed on October 18, 1995)
10(c) Best Lock Partnership Agreement of General Partnership,
dated February 13, 1995, as amended First Amendment,
Second Amendment and Third Amendment thereto
(Incorporated by reference to Exhibit 10-C of the
Registrant's Form 10-K Amendment No. 1 for the year
ended December 31, 1994 which was filed on October 18,
1995)
10(d) Indemnification Agreement among Best Lock Corporation,
Best Aircraft, Inc. and Walter E. Best (Incorporated by
reference to Exhibit 10-D of the Registrant's Form 10-K
Amendment No. 1 for the year ended December 31, 1994
which was filed on October 18, 1995)
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10(e) Amendment to Supplemental Retirement Benefits Agreement
between Best Lock Corporation and Walter E. Best
(Incorporated by reference to Exhibit 10-E of the
Registrant's Form 10-K Amendment No. 1 for the year
ended December 31, 1994 which was filed on October 18,
1995)
10(f) Employment Agreement, dated May 5, 1994, between
Russell C. Best and Best Lock Corporation (Incorporated
by reference to Exhibit 10-F of the Registrant's Form
10-K Amendment No. 1 for the year ended December 31,
1994 which was filed on October 18, 1995)
10(g) Credit Agreement (Incorporated by reference to Exhibit
10-(a) of the Registrant's Form 10-K for the year ended
December 31, 1995)
10(h) Split Dollar Insurance Agreement (Incorporated by
reference to Exhibit 10-(b) of the Registrant's Form
10-K for the year ended December 31, 1995)
21 Subsidiaries (Incorporated by reference to Note 1 of
the Registrant's consolidated financial statements
filed in its Form 10-K for the year ended December 31,
1995)
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this application for registration to be
signed on its behalf by the undersigned, thereunto duly authorized.
Date: April 16, 1996 FRANK E. BEST, INC.
By: /s/ Gregg A. Dykstra
--------------------
Gregg A. Dykstra
Secretary
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EXHIBIT INDEX
Exhibit Description
2 Agreement and Plan of Merger by and between Frank E. Best,
Inc., a Washington corporation into Frank E. Best, Inc., a
Delaware corporation (Incorporated by reference to Exhibit A
of the Registrant's Information Statement filed on
October 10, 1996)
3(a) Certificate of Incorporation of Frank E. Best, Inc.
(Incorporated by reference to Exhibit 3(a) of the
Registrant's Form 10-K for the year ended December 31,
1995)
3(b) Bylaws of Frank E. Best, Inc. (Incorporated by
reference to Exhibit 3(b) of the Registrant's Form 10-K
for the year ended December 31, 1995)
10(a) Settlement Agreement, dated February 15, 1995, by and
among certain members of the Best family and their
affiliates and Best Lock Corporation, Frank E. Best,
Inc., and Best Universal Lock Co. (Incorporated by
reference to Exhibit 99 to the Registrant's Form 10-Q
for the quarter ended March 31, 1995)
10(b) Loan Agreement, dated May 5, 1994, between Best Lock
Corporation and Russell C. Best as amended by Amendment
to Loan Agreement, dated February 15, 1995
(Incorporated by reference to Exhibit 10-B of Form 10-K
Amendment No. 1 filed on October 18, 1995)
10(c) Best Lock Partnership Agreement of General Partnership,
dated February 13, 1995, as amended First Amendment,
Second Amendment and Third Amendment thereto
(Incorporated by reference to Exhibit 10-C of the
Registrant's Form 10-K Amendment No. 1 for the year
ended December 31, 1994 which was filed on October 18,
1995)
10(d) Indemnification Agreement among Best Lock Corporation,
Best Aircraft, Inc. and Walter E. Best (Incorporated by
reference to Exhibit 10-D of the Registrant's Form 10-K
Amendment No. 1 for the year ended December 31, 1994
which was filed on October 18, 1995)
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<PAGE>
10(e) Amendment to Supplemental Retirement Benefits Agreement
between Best Lock Corporation and Walter E. Best
(Incorporated by reference to Exhibit 10-E of the
Registrant's Form 10-K Amendment No. 1 for the year
ended December 31, 1994 which was filed on October 18,
1995)
10(f) Employment Agreement, dated May 5, 1994, between
Russell C. Best and Best Lock Corporation (Incorporated
by reference to Exhibit 10-F of the Registrant's Form
10-K Amendment No. 1 for the year ended December 31,
1994 which was filed on October 18, 1995)
10(g) Credit Agreement (Incorporated by reference to Exhibit
10-(a) of the Registrant's Form 10-K for the year ended
December 31, 1995)
10(h) Split Dollar Insurance Agreement (Incorporated by
reference to Exhibit 10-(b) of the Registrant's Form
10-K for the year ended December 31, 1995)
21 Subsidiaries (Incorporated by reference to Note 1 of
the Registrant's consolidated financial statements
filed in its Form 10-K for the year ended December 31,
1995)
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