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): October 2, 1995
DIXIE NATIONAL CORPORATION
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(Exact name of registrant as specified in its charter)
Mississippi 0-3296 64-0440887
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(State or other (Commission (IRS employer
jurisdiction of file number) identification no.)
incorporation)
3760 I-55 North 39211-6323
Post Office Box 22587, Jackson, Mississippi 39225-2587
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(601) 982-8210
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Item 2. Acquisition or Disposition of Assets.
On October 2, 1995, Dixie National Corporation ("Corporation") completed
the previously announced sale of its 99.3%-owned subsidiary, Dixie National
Life Insurance Company ("Dixie Life") to Standard Life Insurance Company of
Indiana ("Standard Life"). A description of Dixie Life, the terms of the sale
and other related information, including a balance sheet separately showing
the Dixie Life assets disposed of and the consolidated liabilities assumed or
paid from proceeds of the sale, was set forth in the Corporation's Proxy
Statement dated September 5, 1995 for the annual meeting of shareholders held
on September 19, 1995. Such information is incorporated herein by reference.
The Corporation received a total purchase price of $7,389,086, of which
$3,646,468 was in cash. The Company used $1,720,000 of the cash proceeds to
repay subordinated convertible notes and purchased from Dixie Life lease
receivables of $503,258. Standard canceled a term note payable to it by the
Corporation in the amount of $3,688,746. The Corporation will also receive up
to $53,872 of collections after June 30, 1995 on a specific receivable as of
that date by Dixie Life.
Immediately following the sale of Dixie Life, the Company has total
assets of approximately $5,500,000. Its only remaining debt is a mortgage loan
of $470,000 secured by the home office of Dixie Life. The Company's assets
include cash of $1,500,000 and marketable equity securities of $2,000,000.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
(2)(c) Second Restated Stock Purchase Agreement Restated as of August
30, 1995 effective as of April 18, 1995 among Standard Life
Insurance Company of Indiana, Dixie National Life Insurance
Company and Dixie National Corporation. This agreement is
included as Appendix A in the Corporation's Proxy Statement dated
September 5, 1995 for the annual meeting of shareholders held on
September 19, 1995 and is incorporated herein by reference.
2
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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.
DIXIE NATIONAL CORPORATION
(REGISTRANT)
BY: /s/Monroe M. Wright
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Monroe M. Wright
Senior Vice President and Treasurer
Date: October 5, 1995
