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) November 4, 1996
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
[Exact name of registrant as specified in its charter]
Delaware
[State or other jurisdiction of incorporation]
0-9624 22-2332039
(Commission File Number) (IRS Employer Identification Number)
P.O. Box 1232
Cherry Hill, New Jersey 08034
(Address of principal executive (Zip Code)
office)
Registrant's telephone number, including area code 609-488-3838
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
Item 5. Other Events
On November 4, 1996, the Registrant ("ITB") was served with copies
of written consents from a group of ten of its shareholders, including
Robert E. Brennan (ITB's principal shareholder who is the beneficial
owner of 2,904,016 shares), representing as aggregate 6,519,747 shares
of ITB Common Stock.
The consents, executed in lieu of a meeting pursuant to Section
228 of the Delaware General Corporation law, removed six members of the
Board of Directors, namely Arthur Winkler, Roger Bodman, Joel Sterns,
Clifford Goldman, Robert Peloquin and Steve Norton and elected four new
directors, Frank A. Leo, John U. Mariucci, James J. Murray and Frank
Koenemund, to join the three remaining directors, Dr. Charles R. Dees,
Jr., Francis W. Murray and Robert J. Quigley. Frank Leo was elected as
the new Chairman of the Board. On November 5, 1996, Mr. Sterns, the
former Chairman of the Board, advised Mr. Leo that he did not propose to
contest his removal and stood ready "...to provide any assistance..." to
Mr. Leo.
Also on November 4, 1996, United States Bankruptcy Court Judge
Ferguson who is overseeing Mr. Brennan's Chapter 11 bankruptcy
proceedings, granted Mr. Brennan a temporary restraining order
enjoining, among other things, ITB's Board of Directors from
implementing a proposed Shareholders' Rights Plan which the board had
planned to consider on said date.
On November 6, 1996, the New Jersey Casino Control Commission
which regulates simulcasts into the Atlantic City Casinos, accepted a
proposed stipulation of settlement between Mr. Brennan and the New
Jersey Division of Gaming Enforcement (over Mr. Brennan's objections),
which would require Mr. Brennan to place his shares of ITB Common Stock
into a liquidating trust subject to Bankruptcy Court approval within 60
days after said date. The Commission designated Frank J. Dodd as the
trustee of the liquidating trust. Management is of the belief that the
action taken by the Commission will not have an impact on ITB's day to
day operations. Mr. Brennan has informed ITB that he is in negotiations
to divest himself of his shares through a sale to an independent group
of investors.
Mr. Leo, the newly elected Chairman, is the beneficial owner of
536,201 shares of ITB Common Stock. He was the founder and equal
partner of Melior Graphics, Inc. (later renamed MGI Industries, Inc.), a
promotional direct mail service company. In 1981 MGI acquired
Colorforms, Inc. with Mr. Leo becoming the President and Chief Executive
Officer. In 1983, Colorforms Image Center was established as a
subsidiary of MGI Industries, specializing in the personalization and
mailing services business. MGI and its subsidiaries were sold in 1991
to Wallace Computer Services, a NYSE Company.
Mr. Mariucci spent 30 years with the advertising firm of Doyle
Dane Bernbach/DDB Needham Worldwide, including seven years as a member
of the board of DDB Needham Worldwide. In 1986 he was appointed
Executive Vice President, Executive Creative Director of DDB Needham
Worldwide, a position he held until his retirement in 1994. He is the
recipient of more than 100 awards for his advertising, including Cleos,
Stephen F. Kelly Effies and the One Show Awards. He has developed major
advertising campaigns for clients such as American Tourister Luggage,
Michelin, Volkswagen, Hershey's, Weight Watchers, Sony, Citicorp,
Nabisco, GTE, Seagrams, IBM and the New York State Lottery. Mr.
Mariucci is also a director of Chefs International, Inc., a publicly
owned owner and operator of nine restaurants (primarily seafood) located
in New Jersey and Florida, as well as the owner of Mister Cookie Face, a
Lakewood, New Jersey manufacturer of ice cream products. Mr. Mariucci
owns 35,500 shares of ITB Common Stock.
James J. Murray is a member of the Ronald McDonald House Charities
Local Operations Advisory Council and past President of the
International Advisory Board for the Ronald McDonald Houses. He is also
President of Jim Murray, Ltd., a sports promotion and marketing firm.
In 1969, Murray joined the Philadelphia Eagles' public relations staff
and two years later he became the NFL team's administrative assistant.
In 1974, just five years after joining the organization, he was named
the Eagles' General Manager and spent more than nine years in that post,
during which the Eagles' appeared in Super Bowl XV. He also served as
Director of Marketing for ITB's Garden State Park subsidiary from 1985-1987.
James J. Murray is a brother of ITB director Francis W. Murray.
From 1988 through 1991, Mr. Koenemund was a principal of Thin's
Inn and Thin 'N' Creamie, two New Jersey entities packaging and selling
diet cookies and ice cream in various United States markets. Since
February, 1992 he has been principally engaged as sole owner and
executive officer of Mister Cookie Face, which was acquired by Chefs
International in July 1993. In addition to serving as a director of
Chefs International, Mr. Koenemund is the President and Chief Executive
Officer of Mister Cookie Face which distributes its ice cream products
throughout the United States.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
(Registrant)
Dated: November 18, 1996
By/s/Robert J. Quigley
Robert J. Quigley, President
