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) January 15,
1997
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 EmployerIdentifica-
tion 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 1. Changes in Control of Registrant
On January 15, 1997, NPD, Inc., a Delaware
corporation ("NPD") completed the purchase (the
"Acquisition") from Robert E. Brennan of 2,904,016 shares
(the "Brennan Shares") of the Common Stock of the Registrant
("ITB"). The Brennan Shares, which constituted all of the
shares of ITB capital stock owned by Mr. Brennan,
constituted approximately 24.9% of the outstanding ITB
Common Stock. NPD is owned by Nunzio P. DeSantis and
Anthony Coelho and was formed to effect the Acquisition.
Simultaneously with the closing of the
Acquisition, three directors of ITB, namely Frank Koenemund,
John Mariucci and James J. Murray resigned, and Nunzio P.
DeSantis, Anthony Coelho, Michael C. Abraham, Kenneth Scholl
and Joseph Zappala were elected to the board, joining Frank
A. Leo, Robert J. Quigley, Charles R. Dees, Jr. and Francis
W. Murray as directors to serve until ITB's next annual
meeting of stockholders and until their successors are
elected and qualified. (Pursuant to applicable provisions
of the Securities Exchange Act of 1934, Mr. Zappala's term
of office as a director did not commence until January 25,
1997).
The purchase price for the Brennan Shares was
$4.00 per share or an aggregate $11,616,064, subject to
increase based on increases in the market price for ITB
Common Stock over the ensuing year. One-half of the
purchase price was paid in cash at the closing with the
remainder due pursuant to a recourse promissory note. NPD
advised that it borrowed one-half of the cash portion of the
purchase price from Mr. DeSantis and the balance from
Casino-Co Corporation. NPD has granted Robert Green an
option to purchase 50% of the Brennan Shares.
As a condition of the Acquisition, NPD was
required to make available to ITB at the closing, a two-year
$5,000,000 unsecured revolving line of credit. At the
closing, Mr. DeSantis executed a revolving loan agreement
with ITB, extending such revolving credit facility to ITB.
The new directors of ITB are as follows:
Nunzio P. DeSantis, age 45, is the Chairman of the
Board, President and Chief Executive Officer of NPD. Mr.
DeSantis also is Chairman of the Board, President and Chief
Executive Officer of AutoLend Group, Inc. ("AutoLend"),
positions he has held since September 1996, and Chairman of
the Board, President and Chief Executive Officer of the
Board of Vista Health Care Group, a development stage health
care company located in Albuquerque, New Mexico, positions
he has held since October 1995. In November 1996, an
Involuntary Chapter 11 Petition under the Federal Bankruptcy
Laws was filed against AutoLend. Prior to September 1995
and for more than five years, Mr. DeSantis was Chairman of
the Board and Chief Executive Officer of Diagnostek, Inc., a
New York Stock Exchange pharmacy benefit management company
which was sold to Value Health, Inc. in July 1995.
Anthony Coelho, age 54, is Chairman of the Board
and Chief Executive Officer of Coelho Associates, a New York
investment brokerage firm, and Chairman of the Board and
Chief Executive Officer of ETC, an education, training and
communication company which is a subsidiary of Tele-
Communications, Inc. From 1989 to 1995, Mr. Coelho served
as a Managing Director of the New York investment banking
firm Wertheim Schroder & Co., Incorporated, and from 1990 to
1995, he also served as President and Chief Executive
Officer of Wertheim Schroder Investment Services, Inc. Mr.
Coelho also serves as a director of NPD, AutoLend, Circus
Circus Enterprises, Inc., ICF Kaiser International, Inc.,
Service Corporation International, Tankology Environmental,
Inc. and TeleCommunications, Inc. In addition, Mr. Coelho
serves on Fleishman-Hillard, Inc.'s Advisory Board. Mr.
Coelho is a former U.S. Representative from California and
former Majority Whip of the U.S. House of Representatives.
Michael C. Abraham, age 47, is currently a
developer of real estate projects in the southwestern United
States, including housing, shopping malls and time share
developments. Mr. Abraham was the former developer and
owner of Midnight Rodeo California, one of the nation's
largest nightclub and entertainment centers. He has also
developed and owns oil and gas leases throughout Texas and
Colorado. From 1975 to 1985, Mr. Abraham served as Chief
Executive Officer of Yellow Checker Cab Co. of New Mexico.
In 1978, Mr. Abraham founded and is the President of
Enchanted Farm, New Mexico's largest privately-owned quarter
horse breeding facility. Mr. Abraham is a former director
of the New Mexico Horse Breeders Association.
Kenneth Scholl, age 59, has 45 years experience in
the hotel and gaming industry. Since 1993, Mr. Scholl has
been a hotel, restaurant and gaming consultant with Stanford
Company in Las Vegas, Nevada, and from November 1992 until
February 1993, he was an independent contractor with Minami
Development, Inc. in connection with the closing of the
Dunes Hotel Casino in Las Vegas, Nevada. From July 1990
until June 1992, Mr. Scholl was the President and a
management consultant for the Peabody Hotel Group, Memphis,
Tennessee, and from 1985 until 1990, he was the President
and a partner in the Aristocrat Hotels, Inc. and Aristocrat
Hotels of Nevada, Inc. which operated the Sands Hotel in Las
Vegas, Nevada. Mr. Scholl held a Nevada State Gaming
License and is a licensed Nevada real estate broker.
Joseph Zappala, age 62, has been the Chairman and
President of Joseph Zappala Investments, an investment and
land development company located in Boca Raton, Florida, for
approximately 30 years and is a part owner and director of
Associated Industrial Supply Company headquartered in
Columbia, South Carolina. From February 1989 until February
1992, Mr. Zappala served as U.S. Ambassador to Spain. Prior
to his appointment, Mr. Zappala was an operator and investor
in a variety of activities throughout the United States,
including President and part owner of Tucson Greyhound
Racing Corp. in Tucson, Arizona, founder and Chairman of the
Board of First National Bank of Seminole in Pinellas County,
Florida and President of STRAIGHT, Inc., a national drug
treatment and rehabilitation program for adolescents. Mr.
Zappala serves as a director of Miami Subs Corp. Mr. Zappala
holds an Arizona Gaming License.
As a result of their ownership of NPD which
acquired the Brennan Shares and their election to ITB's
Board of Directors, Messrs. DeSantis and Coelho may be
deemed to have acquired control of ITB.
Item 7. Financial Statements and Exhibits
(c) Exhibits
10.3 Stock Purchase Agreement by and between
Robert E. Brennan and NPD*
10.4 Revolving Loan Agreement by and between
Nunzio P. DeSantis and ITB*
__________________________________________________________________
*Incorporated by reference from exhibits filed with NPD's Schedule
13D dated January 15, 1997.
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: January 29, 1997
By/s/Robert J. Quigley
Robert J. Quigley, President
