UNITED STATES
SECURITIES AND EXCHANGE COMMMISSION
Washington, DC
Form 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): October 30, 1998
RIVERSIDE GROUP, INC.
(Exact name of registrant as specified in its charter)
Florida 0-9209 59-1144172
(State of other (Commission File No.) (IRS Employer
jurisdiction of Identification
incorporation) number)
7800 Belfort Parkway, Jacksonville, Florida 32256
(Address of principal executive offices) (Zip Code)
904-281-2200
(Registrant's telephone number, including area code)
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Item 5. Other Events
As a result of a reduction in the registrant's ownership of Wickes Inc.,
to a level below 50%, effective with the registrant's financial statements
for the period ended September 30, 1998, the registrant will account for its
investment in Wickes Inc., on the equity method. From July 1996 through the
period ended June 30, 1998, the financial statements of the registrant
included those of Wickes Inc. on a consolidated basis.
In accordance with a NASDAQ requirement, the registrant is including in
this report a Pro Forma Unaudited Condensed Consolidated Balance Sheet of the
registrant at September 30, 1998. This Pro Forma Unaudited Condensed
Consolidated Balance Sheet presents the historical financial position of the
registrant at September 30, 1998 and the pro forma effects of the previously
reported sale of 250,000 shares of Wickes Inc. common stock on October 5,
1998 pursuant to the Stock Purchase Agreement dated that date between the
registrant and Imagine Investments, Inc. (the "Imagine Agreement") and the
future sale by the Company of an additional 200,000 shares of Wickes Inc.
common stock pursuant to the registrant's put option contained in the
Imagine Agreement as if such transations had been completed on September 30,
1998.
THE INFORMATION CONTAINED IN THE PROFORMA UNAUDITED CONDENSED CONSOLIDATED
BALANCE SHEET IS PRESENTED FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE
RELIED UPON EXCEPT IN CONJUNCTION WITH THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS OF THE REGISTRANT AND NOTES THERETO AND "MANAGEMENT'S
OPERATION" THAT WILL BE CONTAINED IN THE REGISTRANT'S QUARTERLY DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF REPORT FOR THE PERIOD
ENDED SEPTEMBER 30, 1998, WHICH WILL BE FILED BY THE REGISTRANT WITH THE
SECURITIES AND EXCHANGE COMMISSION ON OR BEFORE NOVEMBER 13, 1998.
IN ADDITION, THE INFORMATION CONTAINED IN THE PRO FORMA UNAUDITED
CONDENSED CONSOLIDATED BALANCE SHEET SHOULD NOT BE CONSTRUED TO BE INDICATIVE
OF THE REGISTRANT'S CONSOLIDATED FINANCIAL POSITION HAD THE ABOVE-DESCRIBED
SALE OF WICKES INC. COMMON STOCK BEEN CONSUMMATED ON THE DATES ASSUMED.
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Riverside Group, Inc.
Proforma Condensed Consolidated Balance Sheet
(unaudited)
(in thousands)
<TABLE>
<CAPTION>
September 30, Proforma Proforma
1998 Adjustments(2) Adjustments(3) Proforma
_____________ ______________ ______________ ________
<C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 140 $ $ 350 $ 490
Notes receivable 439 439
Accounts receivable, less
allowance for doubtful
accounts of $442 in 1998
and $4,206 in 1997 570 570
Prepaid expenses 46 46
_________ __________ __________ _________
Total current assets 1,195 0 350 1,545
Investment in Wickes Inc. 17,520 (813) (650) 16,057
Investment in real estate 10,943 10,943
Property, plant and equipment, net 311 311
Deferred tax asset, net 3,307 3,307
Other assets (net of accumulated
amortization of $739 in 1998 and
$8,894 in 1997 497 497
_________ __________ _________ _________
Total assets 33,733 (813) (300) 32,660
========= ========== ========= ========
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of
long-term debt $ 10,146 $ $ $ 10,146
Accounts payable 1,181 (813) (300) 68
Income tax payable 25 25
Accrued liabilities 1,325 1,325
_________ ___________ __________ ________
Total current liabilities 12,677 (813) (300) 11,564
Long term debt 507 507
Mortgage debt 12,750 12,750
Liabilities of discontinued operations 6 6
Other long-term liabilities 159 159
__________ ___________ __________ ________
Total liabilities 26,099 (813) (300) 24,986
Common stockholders' equity:
Common stock, $.10 par value;
20,000,000 shares authorized;
issued and outstanding,
5,287,123 in 1998 and 1997 527 529
Additional paid in capital 16,783 16,783
Retained earnings (deficit) (9,638) 0 0 (9,638)
___________ __________ __________ ________
Total common stockholders' equity 7,674 0 0 7,674
___________ __________ ___________ ________
Total liabilities and common
stockholders' equity $ 33,773 $ (813) $ (300) $32,660
========== ========== ========== =======
</TABLE>
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Notes to
Pro Forma Unaudited
Condensed Consolidated Balance Sheet
(1) As of September 30, 1998, the Company entered into and
completed an agreement with Greenleaf Technologies Corporation ("Greenleaf")
based in Iselin, New Jersey, whereby the Company has acquired common shares
of Greenleaf in exchange for 100% of the common stock of the Company's wholly
owned subsidiary, GameVerse, Inc. ("GameVerse"). As a result of the
transaction, the Company now owns 14,687,585 shares, or approximately forty
percent of Greenleaf's outstanding common shares. The Company also received
two five year options to acquire additional newly-issued shares of
Greenleaf's common stock (1) 5,733,333 shares at an average exercise price of
$.25 per share; (2) 1,581,249 shares at an exercise price of $.15 per share.
In accordance with the Accounting Principles Board Opinion Number 29:
Accounting for Nonmonetary Transactions, the Company has recorded zero basis
in its investment in Greenleaf. The market value of the Company's investment
in Greenleaf at the time of the transaction was approximately $6.7 million
based on Greenleaf's stock price of $.46 per share on the over-the-counter
Bulletin Board.
(2) Includes the accounting for the sale of 250,000 shares of Wickes,
Inc. common stock that were sold on October 5, 1998.
(3) The Company believes that its cash on hand will not be sufficient
to support its operations and overhead and to service its indebtedness until
such time as its Cybermax and Home Building Resource operations have begun to
generate significant positive cash flow. The Company will need to obtain
additional required funds through assets sales or additional borrowings or
other financing. The Company anticipates that it will obtain these funds
through market and private sales of Wickes common stock. The pro forma
adjustments includes the accounting for the exercise of the put option with
respect to 200,000 shares of Wickes, Inc. common stock under the Imagine
Agreement with respect to Wickes, Inc. common stock that the Company believes it
will exercise prior to November 15, 1998. This exercise would generate
approximately $650,000, of which approximately $300,000 would be used to pay
outstanding payables.
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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 hereunto duly authorized.
RIVERSIDE GROUP, INC.
Date: December 8, 1998 By: /s/ Catherine J. Gray
____________________________
Catherine J. Gray
Senior Vice President
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