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): August 14, 1996
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
of incorporation or organization) Identification No.)
4203 Earth City Expressway, Earth City, Missouri 63045
(Address of principal executive offices)
(314) 512-7000
(Registrant's telephone number, including area code)
Exhibit Index located on Page 3
<PAGE>
Item 5. Other Events.
On August 14, 1996 the Company announced it has agreed to modified
terms of its previously announced agreement in principle with Graham-Field
Health Products, Inc. for Graham-Field to acquire the Company in a merger
transaction. Reference is made to the Company's press release, filed
herewith as Exhibit 20.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
Exhibit No. Description
----------- -----------
20 Press release dated August 14, 1996.
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: August 15, 1996 By: /s/ Timothy W. Evans
Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
Form 8-K dated August 14, 1996
Exhibit Sequential Page
Number Description Number/Reference
------ ----------- ----------------
20 Press release dated 4
August 14, 1996.
EXHIBIT 20
FOR IMMEDIATE RELEASE
For more information:
Tim Evans, Chief Financial Officer, 314-512-7275
ST. LOUIS, MISSOURI, August 14, 1996 -- Everest & Jennings International
Ltd. (ASE-EJ) announced that it has agreed to modified terms of its
previously announced agreement in principle with Graham-Field Health
Products, Inc. ("Graham-Field") and BIL (Far East Holdings) Limited
("BIL"), an investment company and the majority stockholder of Everest &
Jennings, for Graham-Field to acquire Everest & Jennings in a merger
transaction. The revised terms of the proposed transaction provide that
the stockholders of Everest & Jennings will receive one share of common
stock of Graham-Field in exchange for each 2.857 shares of the common stock
of Everest & Jennings. Under the terms of the revised transaction, the
cash component of the merger consideration consisting of cash and a note in
the amount of approximately $14.4 million has been eliminated. The revised
terms provide that the merger ratio is subject to adjustment so that the
value of the shares of common stock of Graham-Field to be issued in
exchange for each share of the common stock of Everest & Jennings will not
exceed $5.50 per share as of the closing date. At the agreed upon merger
ratio, Graham-Field will issue approximately 2.52 million shares in
connection with the acquisition of all of the issued and outstanding shares
of the common stock of Everest & Jennings.
BIL will purchase up to an additional 1.92 million shares of common stock
of Graham-Field to be valued at the greater of $13.00 per share or the
average market price of the common stock of Graham-Field for the ten (10)
consecutive trading days prior to the closing date, the proceeds of which
will be used by Graham-Field to repay all debt of Everest & Jennings in the
approximate amount of $25 million to The Hongkong and Shanghai Banking
Corporation Limited. As part of the transaction, all debt of Everest &
Jennings to BIL and all Convertible Preferred Stock of Everest & Jennings
held by BIL will be exchanged for approximately $61 million of Graham-Field
Series B Convertible Preferred Stock. The Series B Convertible Preferred
Stock will yield a dividend at the rate of 1.5% per year, which will be
paid at the option of Graham-Field either in cash or common stock. During
the five (5) year period commencing on the closing date, and subject to a
$20.00 per share conversion rate limitation, the Series B Convertible
Preferred Stock will be convertible into common stock by BIL at a
conversion rate of $20.00 per share, or by Graham-Field at a conversion
rate equal to Graham-Field's average stock price during any ten (10)
consecutive trading days, provided the common stock trades at an average
stock price of $15.50 per share or greater during the applicable period.
In the event the Series B Convertible Preferred Stock has not been
converted during the applicable five (5) year period, the Series B
Convertible Preferred Stock will automatically convert on the fifth
anniversary date of the closing at a conversion rate of $15.50. As part of
the revised transaction, BIL will purchase $10 million of Graham-Field
Series C Convertible Preferred Stock, with a dividend yield at the rate of
1.5% per year, which will be paid at the option of Graham-Field either in
cash or common stock. At Graham-Field's option, the Series C Convertible
Preferred Stock will either be converted into 500,000 shares of common
stock on the fifth anniversary date of the closing, or redeemed by Graham-
Field at its stated value on such date. Immediately after the transaction
and after giving effect to the conversion of the Series B Convertible
Preferred Stock at $15.50 per share and Series C Convertible Preferred
Stock at $20.00 per share, BIL would own approximately 34% of the common
stock of Graham-Field on a fully-diluted basis. During July 1996, BIL
loaned approximately $4 million to Graham-Field, which will be converted at
closing into a subordinated loan maturing in 2001 with interest payable
quarterly at an effective rate of 7.7% per year.
The Company plans to enter into definitive documentation by the end of the
month, with a closing planned for November 1996. The transaction is
subject to, among other things, the approval by the Boards of Directors of
Graham-Field and Everest & Jennings, the negotiation and execution of
definitive documentation, the approval by the stockholders of Graham-Field
and Everest & Jennings, the receipt of certain regulatory approvals, and
the satisfaction of other customary terms and conditions. BIL, which owns
approximately 80% of the outstanding common stock of Everest & Jennings,
has agreed to vote in favor of the transaction. Following execution of
definitive documentation and subject to clearance by the Securities and
Exchange Commission, the parties will mail to stockholders a joint proxy
statement/prospectus describing the terms of the proposed transaction.
E&J is engaged in the design, manufacture and marketing of wheelchairs and
homecare beds.
