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) SEPTEMBER 5, 1995
LYNTON GROUP, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 0-6867 13-2688055
(State or other (Commission I.R.S. Employer
jurisdiction of file number) Identification
incorporation or Number)
organization)
9 AIRPORT ROAD
MORRISTOWN MUNICIPAL AIRPORT
MORRISTOWN, NEW JERSEY 07960
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code:(201) 292-9000
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Item 5. OTHER EVENTS.
Pursuant to a Business Transfer Agreement dated as of September 5,
1995 by and among Lynton Group Limited, a company organized under the laws
of England and a wholly-owned subsidiary of the Registrant, Dollar Air
Services Limited, a company organized under the laws of England ("Dollar
Air"), Black Isle Helicopters Limited, a company organized under the laws
of Scotland ("Black Isle") (each of Dollar Air and Black Isle being an
indirect wholly-owned subsidiary of the Registrant), and PLM Dollar Group
Limited, a company organized under the laws of Scotland ("PDG"),
substantially all of the business, assets and liabilities of Dollar Air and
Black Isle were transferred, effective as of September 1, 1995, to PDG in
exchange for 50% of the capital stock of PDG, which stock was issued to
Lynton Group Limited.
Simultaneously with the consummation of the foregoing transaction,
substantially all of the business, assets and liabilities of P.L.M.
Helicopters Limited, a company organized under the laws of Scotland
("PLM"), were transferred to PDG and the shareholders of PLM were issued
50% of the capital stock of PDG. In addition, the shareholders of PLM were
issued a debt instrument from PDG not yet finalized but estimated to be
approximately 600,000 pounds sterling, representing the excess of net
assets transferred by PLM compared to the value of the net assets
transferred by Dollar Air and Black Isle. Such amount will be finalized by
December 31, 1995. The debt instrument is unsecured and carries an interest
rate of 5% over the base rate with the Bank of Scotland as of the close of
business on the first day of the period for which such interest is payable.
Interest is payable quarterly beginning September 30, 1996. Payment of the
principal will be made in equal annual amounts commencing on September 30,
1998 and annually thereafter through and including September 30, 2005.
PDG is a company which was formed for the purpose of effecting the
transactions described herein. Management of PDG shall consist of existing
Dollar Air, Black Isle and PLM staff. The Board of Directors of PDG
consists of two directors appointed by Lynton Group Limited and two
directors appointed by the shareholders of PLM.
Prior to the transactions described herein, Dollar Air and Black Isle,
on one hand, and PLM, on the other, carried on substantially the same type
of business in providing helicopter support services for the construction,
fish farming, forestry and various utilities. These services are primarily
provided to companies in the United Kingdom and Ireland under short and
medium term contracts. Immediately prior to the transactions described
herein, Dollar Air and Black Isle owned and operated a fleet of four
aircraft and had an additional six aircraft under short term operating
leases. PLM had served the same markets as Dollar Air and Black Isle for
more than ten years operating a fleet consisting of five aircraft owned by
PLM.
The transactions described herein do not involve a "significant amount
of assets" of the Registrant as such is defined in the Instructions to Item
2 of Form 8-K.
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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
by the undersigned thereunto duly authorized.
LYNTON GROUP, INC.
(Registrant)
Date: SEPTEMBER 19, 1995 By: /S/MANUS O'DONNELL
Manus O'Donnell,
Secretary and Treasurer
