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): June 17, 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 Identification No.)
of incorporation or organization)
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 June 17, 1996 the Company announced an 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 June 17, 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: June 18, 1996 By: Timothy W. Evans
Senior Vice President and
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Form 8-K dated June 17, 1996
Exhibit Sequential Page
Number Description Number/Reference
------ ----------- ----------------
20 Press release dated June 17, 1996. 4
EXHIBIT 20
FOR IMMEDIATE RELEASE
For more information:
Tim Evans, Chief Financial Officer, 314-512-7275
EVEREST AND JENNINGS INTERNATIONAL LTD.
TO BE ACQUIRED BY GRAHAM-FIELD HEALTH PRODUCTS, INC.
ST. LOUIS, MISSOURI, June 17, 1996 -- Everest & Jennings International Ltd.
(ASE-EJ), a manufacturer and supplier of healthcare products, and BIL (Far
East Holdings) Limited ("BIL"), an investment company and Everest &
Jennings' majority stockholder, today announced an agreement in principle
with Graham-Field Health Products, Inc. for Graham-Field to acquire Everest
& Jennings in a merger transaction. The 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 four shares of the
common stock of Everest & Jennings, and $2.00 for each share of common
stock of Everest & Jennings. In connection with the acquisition of all of
the issued and outstanding shares of the common stock of Everest &
Jennings, Graham-Field will issue a maximum of approximately 1.8 million
shares and $14.4 million. The merger consideration will be reduced if the
value of the cash consideration and shares of common stock of Graham-Field
to be issued in exchange for each share of common stock of Everest &
Jennings exceeds $5.00 per share as of the closing date.
BIL will receive additional shares of common stock of Graham-Field in an
amount up to 1.9 million shares 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,
in exchange for repayment of 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 $60 million of Graham-Field
Convertible Preferred Stock. The Graham-Field Convertible Preferred Stock
will yield a dividend at the rate of 2% per year, which will be paid at the
option of Graham-Field either in cash or common stock. The Convertible
Preferred Stock will be convertible into common stock of Graham-Field at a
conversion price of $20.00 per share during the five (5) year period
following the closing and, if the Convertible Preferred Stock has not
converted during such period, the Convertible Preferred Stock will
automatically convert on the fifth anniversary date of the closing at a
conversion rate of $15.50. Immediately after the transaction and after
giving effect to the conversion of the Convertible Preferred Stock, BIL
will own approximately 30% of the common stock of Graham-Field. The
transaction, which is currently anticipated to be completed in November
1996, is subject to, among other things, due diligence, 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 corporate
and regulatory approvals, and the satisfaction of other customary terms and
conditions. Upon 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.
The strategic combination of Graham-Field and Everest & Jennings will
position the company as a significant force in the healthcare industry and
provide Graham-Field with a world-class manufacturing operation for the
wheelchair product line. The merger will unite Everest & Jennings'
manufacturing operations and rehabilitation product lines with Graham-
Field's distribution network and advanced technology systems to provide
penetration in both the homecare and rehabilitation markets with a greater
level of service and efficiency, as well as a broader portfolio of
products. The revenues of the combined entity will be approximately $200
million, of which approximately 50% will represent self-manufactured
products, positioning Graham-Field as one of the leading manufacturers of
durable medical products in the United States. The Everest & Jennings
name, a symbol of quality for more than 50 years, will permit Graham-Field
to introduce its Temco home healthcare product line, as well as its other
self-manufactured product lines, into the rehabilitation marketplace, a
virtually untapped marketplace for Graham-Field in the past.
According to Irwin Selinger, Chairman of the Board and Chief Executive
Officer of Graham-Field, and Rodney Price, Chairman of the Board of Everest
& Jennings, "the strategic combination of Graham-Field and Everest &
Jennings will enable Graham-Field to strengthen its manufacturing
operations on a company-wide basis and enhance Graham-Field's Consolidation
Advantage Program. The ability to control the manufacturing and
distribution of the wheelchair and homecare bed product lines, which
represent leading product lines in the home healthcare market, will
solidify and strengthen Graham-Field's franchise for years to come. The
Everest & Jennings product line will enable Graham-Field to increase
significantly its market presence in the home healthcare market."
It is anticipated that Bevil Hogg, the President and Chief Executive
Officer of Everest & Jennings, will join Graham-Field as a corporate
officer and will become President of the Everest & Jennings Division. Mr.
Hogg will contribute significantly to the growth of the overall
manufacturing operations and research and development areas of the combined
company. It is expected that Rodney Price and Bevil Hogg will join the
Graham-Field Board of Directors.
According to Rodney Price, "BIL is pleased to have this opportunity to
become a major stockholder in Graham-Field. We look forward to
contributing to the world-wide growth of Graham-Field through our
relationships, as well as our knowledge of and presence in, the European
and Far Eastern markets."
Graham-Field manufacturers, markets and distributes more than 22,000
healthcare products for hospital, physician and home use to approximately
16,000 home healthcare, physician, hospital supply and pharmaceutical
distributors, retailers and wholesalers.
