<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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Best Lock Corporation
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-1491 35-1092570
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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)
(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, 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, the Registrant 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, the Registrant 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
Frank E. Best Inc., and Best Universal Lock Co., each an affiliated corporation
of the Registrant, 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>
Frank E. Best, Inc. 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
Trust 158,172.08
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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, the Registrant 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
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<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 Registrant, Best Universal Lock Co., Frank E.
Best, Inc. 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 the Registrant 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 Registrant 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 Registrant. 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 Frank E. Best, Inc., Best Universal
Lock Co. and Registrant 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>
The Registrant'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 Registrant from Huntington National Bank of Indianapolis, Indiana.
The series of transactions described above was approved unanimously by
the Registrant's Board of Directors 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 the Registrant's Board of
Directors that the settlement transactions were fair to the Registrant.
Item 5. Other Events.
Registrant has settled all claims arising from a derivative action
threatened against it by a director, as well as all claims against the
Registrant's Chief Executive Officer and another officer. 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 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 Registrant and the resignation of Robert W. Best as an employee
of Registrant; (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 the Registrant;
(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 Frank E. Best, Inc.,
shares of Best Universal Lock Co. 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.
BEST LOCK CORPORATION
Date: 2-24-95 /s/ Russell C. Best
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Russell C. Best
President and Chief Executive Officer,
Best Lock Corporation
