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
BEST UNIVERSAL LOCK CO.
(Exact name of registrant as specified in its charter)
DELAWARE 91-0144790
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. BOX 50444, Indianapolis, Indiana 46250
- ---------------------------------------- ----------
(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 Without Nominal or Par Value
(Title of Class)
<PAGE>
Item 1. General Information.
(a) The Registrant was organized in 1923 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
Best Universal Lock Co., a Washington corporation, into its wholly owned
subsidiary, Best Universal Lock Co., 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 620,000 authorized shares of Common
Stock Without Nominal or Par Value which is comprised of 300,000 shares for
Series A Common Stock, 300,000 shares of Series B Common Stock and 20,000 shares
of 7% Preferred Stock, $100 par value (collectively the "Common Stock"). There
are presently 86,469 shares of Series A Common Stock issued and outstanding;
300,000 shares of Series B Common Stock issued and outstanding; and no shares of
7% Preferred Stock outstanding.
Item 4. Description of the Registrant's Securities to Be Registered.
The Registrant's authorized capital stock consists of 620,000 authorized
shares of Common Stock Without Nominal or Par Value which is comprised of
300,000 shares for Series A Common Stock, 300,000 shares of Series B Common
Stock and 20,000 shares of 7% preferred stock, $100 par value (collectively the
"Common Stock"). The Registrant incorporates by reference the description of the
Registrant's Securities contained in its Information Statement filed on October
10, 1996.
2
<PAGE>
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 Best Universal Lock Co., 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 Best
Universal Lock Co., a Washington corporation into Best
Universal Lock Co., 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 Best Universal Lock Co.
(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 Best Universal Lock Co. (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)
3
<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)
4
<PAGE>
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 Best Universal Lock Co.
By: /s/ Gregg A. Dykstra
---------------------------
Gregg A. Dykstra
Secretary
5
<PAGE>
EXHIBIT INDEX
Exhibit Description
2 Agreement and Plan of Merger by and between Best
Universal Lock Co., a Washington corporation into Best
Universal Lock Co., 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 Best Universal Lock Co.
(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 Best Universal Lock Co. (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)
6
<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)
7
