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
April 4, 1995
Date of Report (date of earliest event reported)
EVEREST & JENNINGS INTERNATIONAL LTD.
(Exact name of Registrant as specified in its charter)
Commission File Number: 0-3585
Delaware 95-2536185
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
1100 Corporate Square Drive, St. Louis, Missouri 63132
(Address of principal executive offices)
Registrant's telephone number, including area code: (314) 995-7000
Exhibit Index located on Page 4
Item 2. Acquisition or Disposition of Assets.
Pursuant to an Asset Purchase Agreement dated February 15, 1995, as
amended April 4, 1995 (the "Asset Purchase Agreement"), by and among
Healthtech Products, Inc. (formerly A. H. Acquisition, Inc.), a Missouri
corporation ("Purchaser"), Everest & Jennings International Ltd., a
Delaware corporation ("E&J" or the "Company"), and Smith & Davis
Manufacturing Company, a Missouri corporation wholly-owned by E&J ("Smith &
Davis"), Smith & Davis has disposed of certain of the assets relating to
its hospital and nursing home bed and institutional casegoods and design
businesses (the "Institutional Business") for a purchase price of
approximately $6.6 million plus the assumption of certain liabilities
related to the Institutional Business (including payables and accrued
expenses of approximately $2.4 million). The purchase price was paid
approximately $4.5 million in cash and $2.1 million in secured promissory
notes of the Purchaser. Proceeds from the sale of the Institutional
Business will be used primarily to reduce debt.
The Institutional Business was classified as a discontinued operation
in the fourth quarter of 1993 (See Note 2 - Restructuring Expenses and Note
4 - Assets Held for Sale of the Notes to the Company's Consolidated
Financial Statements included in Item 8 of the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994). Revenues and net
loss from operations (unaudited) for the Institutional Business for the
years ended December 31, 1994 and 1993 were as follows:
1994 1993
---- ----
Revenues $21,220,000 $17,335,000
Net loss $(1,400,000) $(17,310,000)
During the fourth quarter of 1993, the Company recorded a reserve of
$13 million to write down the assets of the Institutional Business to
estimated net realizable values and for the estimated operating losses
during the phase-out period and the estimated costs of disposal.
The assets sold to the Purchaser included Smith & Davis' bed
manufacturing operations in Wright City, Missouri. Smith & Davis has
entered into a long term supply agreement with the Purchaser to supply its
requirements for homecare bed products.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
Exhibit No. (Referenced
to Item 601(b) of
Regulation S-K) Description
- ----------------------- -----------
2.1 Asset Purchase Agreement dated February 15,
1995 by and among A. H. Acquisition, Inc., Smith &
Davis Manufacturing Company and Everest & Jennings
International Ltd., incorporated herein by
reference to Exhibit 2(d) to the Company's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1994.
2.2 Amendment to Asset Purchase Agreement dated
April 4, 1995 by and among Healthtech Products,
Inc. (formerly A. H. Acquisition, Inc.), Smith &
Davis Manufacturing Company and Everest & Jennings
International Ltd., filed herewith.
SIGNATURE
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.
EVEREST & JENNINGS INTERNATIONAL LTD.
(Registrant)
Date: April 12, 1995 By (TIMOTHY W. EVANS)
Timothy W. Evans
Vice President and
Chief Financial Officer
EXHIBIT INDEX
EVEREST & JENNINGS INTERNATIONAL LTD.
Form 8-K dated
(Date of Earliest Event Reported)
April 4, 1995
Exhibit Sequential Page
Number Description Number/Reference
- ------ ----------- ----------------
2.1 Asset Purchase Agreement dated February 15, Incorporated
1995 by and among A. H. Acquisition, Inc., herein by
Smith & Davis Manufacturing Company and reference to
Everest & Jennings International Ltd., incor- Exhibit 2(d) to
porated herein by reference to Exhibit 2(d) to the Company's
the Company's Annual Report on Form 10-K for Annual Report on
for fiscal year ended December 31, 1994. Form 10-K for
the fiscal year
ended 12/31/94.
2.2 Amendment to Asset Purchase Agreement dated 5-7
April 4, 1995 by and among Healthtech Products,
Inc. (formerly A. H. Acquisition, Inc.),
Smith & Davis Manufacturing Company and Everest
& Jennings International Ltd., filed herewith.
AMENDMENT TO ASSET PURCHASE AGREEMENT
THIS AMENDMENT TO THE ASSET PURCHASE AGREEMENT dated February 15, 1995
("Asset Purchase Agreement") By and Among Healthtech Products, Inc.
(formerly A. H. Acquisition, Inc.), a Missouri corporation ("Purchaser"),
Smith & Davis Manufacturing Company, a Missouri corporation ("Seller"), and
Everest & Jennings International Ltd., a Delaware corporation ("E&J"), is
made this 4th day of April, 1995.
In accordance with Section 14.05 of the Asset Purchase Agreement, the
parties hereby agree that the Asset Purchase Agreement is hereby amended as
follows:
1. The word "final" in the fifth line of page 4 of the Asset Purchase
Agreement, Section 2.01(a), is amended to read "find";
2. Section 3.02 of the Asset Purchase Agreement is amended as follows:
(a) the word "and" at the end of clause (i) is deleted;
(b) the period at the end of clause (j) is deleted and "; and" is
inserted at the end of clause (j); and
(c) the following new clause (k) is added at the end of Section
3.02 of the Asset Purchase Agreement:
"(k) any liability or obligation of Seller or E&J arising
from any representation or warranty of Seller or E&J concerning
compliance of products sold by Seller or E&J prior to the Closing
Date with industry requirements or standards (including
Underwriters' Laboratories requirements or standards)."
3. The Closing Date specified in Section 4.01 of the Asset Purchase
Agreement is extended to April 4, 1995 and the date "February 15, 1995" in
Section 12.01(a)(ii) of the Asset Purchase Agreement is amended to read
"April 4, 1995";
4. Notwithstanding the provisions of Section 5.03 of the Asset Purchase
Agreement, the Estimated Current Asset Purchase Price has been calculated
as set forth on Attachment A hereto;
5. Notwithstanding the provisions of Section 9.03 of the Asset Purchase
Agreement, Pro-ration Items shall be set forth and adjusted as part of the
Final Statement.
6. Section 9.05 is amended to read as follows:
"9.05 Remediation by Seller of Environmental Matters.
Seller shall take the actions specified in the Remediation
Agreement (as hereinafter defined) within one hundred eighty (180)
days of the Closing Date."
7. The reference to "Exhibit K" in Section 10.22 of the Asset Purchase
Agreement is amended to read "Exhibit J"; and
8. The forms of each of the Exhibits to the Asset Purchase Agreement
shall be the forms of each of said documents delivered at the Closing of
even date herewith.
Except as amended hereby, the Asset Purchase Agreement, and all of its
terms and conditions, shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment to the
Asset Purchase Agreement on the day and year written above.
HEALTHTECH PRODUCTS, INC.
By: (WILLIAM E. COOPER)
Name: William E. Cooper
Title: President
SMITH & DAVIS MANUFACTURING COMPANY
By: (TIMOTHY W. EVANS)
Name: Timothy W. Evans
Title: Vice President and CFO
EVEREST & JENNINGS INTERNATIONAL, LTD.
By: (TIMOTHY W. EVANS)
Name: Timothy W. Evans
Title: Vice President and CFO
<PAGE>
Attachment A to Amendment to Asset Purchase Agreement
ESTIMATED CLOSING PURCHASE PRICE
Inventory (1/28/95) $5,258,196
Inventory Reserve (750,000)
---------
4,508,196
Demo Inventory 125,100
Prepaid Inventory -- estimate 10,000
Bid Deposits 50,123
Contract Buyouts 163,902
Employee Advances 2,748
Other Deposits -- estimate 7,000
---------
233,773
Receivables 2,377,445
Accounts Payable (1,969,518)
Accrued Vacation (266,864)
Accrued Rep Commissions - estimate (170,000)
Accrued Property Tax (20,000)
Accrued Prorate Items --
---------
(456,864)
Warranty Reserve (750,000)
---------
Net Current Asset Purchase Price $4,068,132
