SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
April 20, 1998
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Date of Report (date of earliest event reported)
THE ENCORE GROUP, INC.
(Exact name of registrant as specified in its charter)
Oregon 0-4563 93-0580867
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(State or other (Commission File ` (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
THE ENCORE GROUP, INC.
PO Box 69563
Portland, OR 97201
(503) 221-4255
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(Address including zip code and telephone number
including area code, of registrant's principal
executive offices)
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Item 2. Acquisition or Disposition of Assets.
On April 20, 1998, the Registrant's Board of Directors approved the acquisition
of all of the capital stock of Parsons Industries, Inc. ("Parsons") of Ashland,
Oregon in exchange for Registrant's common stock and options to purchase common
stock. The acquisition is effective March 31, 1998. Parsons Industries, Inc.
operates under the trade name Parsons Pine Products and manufactures wood
components, such as louvers, that are sold to other producers. Parsons has
annual sales volume of approximately $10,000,000. Registrant has not been
operating since the beginning of 1997 pending settlement of various creditor
claims. Settlement agreement has been reached and it is expected that settlement
arrangements will be fully completed by June 1998.
Registrant's Board also approved a Quasi-Reorganization of the Company, subject
to shareholders'approval. This Quasi-Reorganization primarily resulted in a
restatement of the shareholders' equity section of the balance sheet by
eliminating the deficit previously shown. An unaudited pro forma balance sheet
of Registrant as of March 31, 1998, showing the effect of the settlement, the
reorganization, and the Parsons acquisition is included with this form 8-K.
Item 7. Financial Statements and Exhibits
Exhibits
19.1 Report to Security Holders - Unaudited Interim Financial Statement.
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<PAGE>
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 hereunto duly authorized.
THE ENCORE GROUP, INC.
/S/Fred J. Kupel
Date: April 23, 1998 -----------------------------
---------------------- Fred J.Kupel
Vice President-Finance and
Chief Financial Officer
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<PAGE>
INDEX TO EXHIBITS
The following exhibits are filed as part of this Current Report on Form 8-K.
Exhibit Description
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19.1 Report to Security Holders - Unaudited Interim Financial Statement.
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THE ENCORE GROUP, INC. EXHIBIT 19.1
UNAUDITED PRO FORMA BALANCE SHEET
March 31, 1998
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ASSETS
CASH & EQUIVALENTS $ (2,146)
ACCOUNTS RECEIVABLE 439,745
INVENTORY 796,797
ORGANIZATIONAL COSTS 174,556
PREPAID EXPENSES & DEPOSITS 25,553
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TOTAL CURRENT ASSETS 1,434,505
NOTES RECEIVABLE 248,951
PROPERTY, PLANT & EQUIPMENT, NET 1,110,770
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TOTAL ASSETS $2,794,226
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LIABILITIES
NOTES PAYABLE $ 599,138
ACCOUNTS PAYABLE 730,781
ACCRUED LIABILITIES 216,463
CURRENT PORTION OF LONG TERM DEBT 178,138
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TOTAL CURRENT LIABILITIES 1,724,520
LONG TERM DEBT 1,004,706
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TOTAL LIABILITIES 2,729,226
SHAREHOLDERS EQUITY
COMMON STOCK 15,000
PREFERRED STOCK 50,000
PAID-IN-CAPITAL
RETAINED EARNINGS
CURRENT INCOME (LOSS)
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TOTAL EQUITY 65,000
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TOTAL LIABILITIES & EQUITY $2,794,226
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