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) August 14, 1998
United Vanguard Homes, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 0-5097 11-2032899
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(State or other jurisdiction) (Commission (IRS Employer
File Number) Identification No.)
4 CEDAR SWAMP ROAD, GLEN COVE, NY 11542
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 759-1188
N/A
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(Former name or former address, if changed since last report.)
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Item 5. OTHER EVENTS.
On August 14, 1998 United Vanguard Homes, Inc. ("UVH") agreed with Churchill
Estates, Inc., a privately-owned company located in Minneapolis, Minnesota, to
sell to Churchill the Whitcomb and Hillside Terrace retirement facilities, owned
by UVH subsidiaries, and UVH's rights with respect to certain other assets.
Closings are subject to numerous conditions and contingencies.
There is no broker or financing contingency involved.
The agreements are:
1. Purchase and Sale Agreement among Whitcomb Tower
Corporation, as Seller, United Vanguard Homes, Inc. and
Churchill Estates, Inc., as Purchaser, relating to the
sale of the Whitcomb retirement facility located in St.
Joseph, Michigan, owned by Whitcomb Tower Corporation, a
wholly-owned subsidiary of UVH, for $7,065,000.
2. Purchase and Sale Agreement among Hillside Terrace, Inc.
and Orchard Terrace, Inc., as Sellers, United Vanguard
Homes, Inc., and Churchill Estates, Inc., as Purchaser,
relating to the sale of the Hillside Terrace retirement
facility and certain adjacent land located in Ann Arbor,
Michigan, owned by Hillside Terrace, Inc., and Orchard
Terrace, Inc., wholly-owned subsidiaries of UVH, for
$4,720,010.
Consummation of the transactions are subject to the following:
1. Each Seller's ability to deliver good and marketable
title to the assets being sold, the verification of
various representations and warranties, and the delivery
of various certificates, documents, instruments, and
opinions of counsel customary in commercial real estate
transactions.
2. Obtaining all necessary governmental, regulatory, and
contractual approvals.
3. Satisfaction by Churchill Estates, Inc. and its
representatives, of all financial and business due
diligence.
A principal of Churchill Estates, Inc. is Stanford J. Shuster, who has been a
Director of UVH since 1996. Mr. Shuster is one of the founders and currently the
Chairman of Churchill Estates, Inc. and its predecesor company Rosewood Estates
Holding, Inc.
It is anticipated that Larry L. Laird, President and a Director of UVH, and
Douglas D. Laird and Tara O'Sullivan, Vice Presidents of UVH, will leave UVH's
employ and become employees of Churchill Estates, Inc. upon Churchill's
acquisition of The Whitcomb and Hillside Terrace retirement facilities, as
described above.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
UNITED VANGUARD HOMES, INC.
(Registrant)
Date: August 18, 1998
by /s/ Carl G. Paffendorf
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Carl G. Paffendorf, Chairman
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