SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
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 9, 2000
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Continental Investment Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Georgia
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(State or Other Jurisdiction of Incorporation)
0-3743 58-0705228
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(Commission File Number) (IRS Employer Identification Number)
10254 Miller Road, Dallas, TX 75238
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(Address of Principal Executive Offices) (Zip Code)
(214) 691-1100
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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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FORWARD-LOOKING STATEMENTS
This Report contains forward-looking statements that involve risks and
uncertainties that could cause results of operations or financial condition of
Continental Investment Corporation to differ materially from those expressed or
implied by the forward-looking statements. These risks include uncertainties
attendant to bankruptcy proceedings, possible inaccuracy of prior published
financial information about the Registrant and its subsidiaries, the
uncertainties of litigation, a lack of certainty as to the amounts that can be
realized on sales of certain of the company's assets, and the long-term effects
of the bankruptcy reorganization on the operations of the Registrant and its
subsidiaries.
Item 2. Acquisition or Disposition of Assets.
On August 9, 2000, Continental Investment Corporation, a Georgia
corporation (the "Registrant"), closed the sale of approximately 219.3 acres
located on Daniel and Tell Roads in Atlanta, Fulton County, Georgia (the
"Property") to Kenview Corporation, a Georgia corporation ("Kenview"), with
offices in Marietta, Georgia. The total sales price for the Property was
$2,947,554. Of this amount, $53,121 was applied to closing costs and other
expenses, with an additional $305,000 escrowed pending the Registrant's removal
of certain debris from the Property. The remaining $2,589,433 was paid to the
Registrant at the closing.
There were no material improvements on the Property. It did, however,
include two pits that were operated by a third party as a granite quarry until
September 1993. For two years prior to the sale, the Registrant leased a
six-acre tract on the Property for a nominal amount.
The Registrant retains approximately 12 acres consisting of several
non-contiguous tracts near the Property. In prior filings, the Registrant had
collectively referred to the Property and these other tracts as the "Ben Hill
Site."
Under the agreement with Kenview, the Registrant has until January 6,
2001 to complete the removal of certain construction and other debris from the
Property. The Registrant is presently removing this debris, and it believes that
the removal expenses will be significantly less than the $305,000 deposited into
the escrow account. Any portion of the escrowed amount received by the
Registrant will be realized as additional proceeds of the sale after deducting
the amount of the removal expenses. If the Registrant should fail to complete
the debris removal by January 6, 2001, a portion of the $305,000 escrowed equal
to Kenview's costs of removing any remaining debris will be paid to Kenview, and
the remainder of the escrowed funds will be paid to the Registrant.
Kenview is not related to the Registrant, and the terms of the sale of
the Property were reached through arm's length negotiations.
As previously reported, the Registrant has been subject to a
reorganization proceeding under Chapter 11 of the U.S. Bankruptcy Code. On July
21, 2000, the U.S. Bankruptcy Court for the Northern District of Texas (Dallas
Division) entered an order granting the Registrant's motion to approve the sale
of the Property to Kenview Corporation on the terms described above.
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Item 7 Financial Statements, Pro Forma Financial Information and Exhibits.
(b) Pro Forma Financial Information. The Registrant is a "small
business issuer" as defined in Rule 12b-2. Under General Instruction C.3. to
Form 8-K, the Registrant is not required to furnish any pro forma financial
information.
(c) Exhibits. The following exhibits are attached to this report.
10.1 Commercial Sales Agreement, dated June 9, 2000, between Kenview
Corporation and Continental Investment Corporation.
10.2 Amendment to Agreement, dated July 18, 2000, between Kenview
Corporation and Continental Investment Corporation.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf of the
undersigned hereunto duly authorized.
CONTINENTAL INVESTMENT CORPORATION
Date: August 23, 2000 BY: /s/ J.B. Morris
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J.B. Morris, President
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EXHIBITS
10.1 Commercial Sales Agreement, dated June 9, 2000, between Kenview
Corporation and Continental Investment Corporation.
10.2 Amendment to Agreement, dated July 18, 2000, between Kenview
Corporation and Continental Investment Corporation.
