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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
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PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 25, 1996
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RESOURCE GENERAL CORPORATION
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(Exact name of Registrant as specified in its charter)
Ohio 0-8115 31-0737351
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(State or other jurisdiction (Commission File Number) (I.R.S. EIN)
of incorporation)
2365 Scioto Harper Drive, Columbus, Ohio 43204
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (614) 279-8877
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NO CHANGE
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(Former name or former address, if changed since last report)
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Item 1. Changes in Control of Registant.
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On April 4, 1996, Bob Binsky, Michael W. Gardner, Theodore P. Schwartz,
Charles T. Sherman and Kenneth J. Warren (the "Purchase Group") filed
Schedule 13D under the Securities Exchange Act of 1934 (the "Schedule
13D") to report execution of two stock purchase agreements, the
consummation of which will give the Purchase Group control of Resource
General Corporation, an Ohio corporation (the "Registrant"). As reported
in Schedule 13D, the Purchase Group is an informal association of
individuals whose sole business purpose is the acquisition of the Common
Stock of the Registrant.
Mr. Schwartz and Mr. Sherman entered into an agreement to purchase 200,000
shares of Common Stock (the "Gillmore Shares") from Paul Gillmore (the
"Gillmore Agreement") on March 25, 1996. The purchase price for the
Gillmore Shares is $1.25 per share for an aggregate purchase price of
$250,000. Forty Thousand of the Gillmore Shares will be purchased with a
down payment of $50,000. The purchase of the remaining Gillmore Shares
will be financed by Mr. Gillmore. Mr. Schwartz and Mr. Sherman will
execute a promissory note payable to Mr. Gillmore providing for repayment
of the remaining $200,000 in sixteen quarterly payments. The quarterly
payments will be $6,250 for the first year, $12,500 for the second and
third years and $18,750 for the fourth year. Interest will be paid on the
unpaid balance of the promissory note at the rate of four percent per
annum. Five Thousand Gillmore Shares will be transferred upon each
quarterly payment in the first year, 10,000 Gillmore Shares will be
transferred upon each quarterly payment in the second and third years and
15,000 Gillmore Shares will be transferred upon each quarterly payment in
the fourth year. Mr. Schwartz and Mr. Sherman have also agreed to grant
Mr. Gillmore an option to purchase 20,000 shares of Common Stock. The
voting power of all of the Gillmore Shares will be transferred to Mr.
Schwartz and Mr. Sherman upon payment of the down payment and execution
of the promissory note.
Mr. Schwartz and Mr. Sherman entered into an agreement to purchase
110,000 shares of Common Stock (the "Brownfield Shares") from Lyman
Brownfield and Candace Brownfield (the "Brownfield Agreement") on March
28, 1996. The purchase price for the Brownfield Shares is $1.25 per share
for an aggregate purchase price of $137,500. Twenty Thousand of the
Brownfield Shares will be purchased with a down payment of $25,000. The
purchase of the remaining Brownfield Shares will be financed by Mr.
Brownfield. Mr. Schwartz and Mr. Sherman will execute a promissory note
payable to Mr. Brownfield providing for repayment of the remaining
$112,500 in twenty quarterly payments. The quarterly payments will be
$2,800 for the first year, $5,625 for the second, third and fourth years
and $8,437.50 for the fourth year. Interest will be paid quarterly on the
unpaid balance of the promissory note at the rate of four percent per
annum. Two Thousand Two Hundred Fifty Brownfield Shares will be
transferred upon each quarterly payment in the first year, 4,500
Brownfield Shares will be transferred upon each quarterly payment in the
second, third and fourth years and 6,750 Brownfield Shares will be
transferred upon each quarterly payment in the fourth year. Mr. Schwartz
and Mr. Sherman have also agreed to grant Mr. Brownfield an option to
purchase 20,000 shares of Common Stock at $1.25 per share for five years
from the date of the closing of the stock purchase agreement. In
addition, Mr. Brownfield
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and the Registrant will execute a mutual release of claims, the Registrant will
forgive all debt owed by Mr. Brownfield to the Registrant and all subsidiaries
of the Registrant and the Registrant will forgive a stock subscription
receivable from Candace Brownfield. After two and one-half years, Mr.
Brownfield will have the right to sell one-half of his remaining Common Stock
to the public subject to a limit of 5,000 shares per quarter. The voting power
of all of the Brownfield Shares will be transferred to Mr. Schwartz and Mr.
Sherman upon payment of the down payment and execution of the promissory note.
Finally, Mr. Brownfield and Ms. Brownfield have executed an agreement to vote
all shares of Common Stock owned by them, or with respect to which they have the
power to vote, in favor of a proposal to be submitted to the Registrant's
shareholders that Mr. Sherman and others purchase their Common Stock.
The cash payments required under the Gillmore Agreement and the Brownfield
Agreement will be financed with the personal funds of the members of the
Purchase Group. Each member of the Purchase Group has orally agreed to
contribute the following percentage of the cash payments required by the
Gillmore Agreement and the Brownfield Agreement and is entitled to receive a
corresponding percentage of the total number of shares purchased:
<TABLE>
<CAPTION>
Total
Principal
Percentage Payments
<S> <C> <C>
Bob Binsky 30.080% $116,560
Michael W. Gardner 5.000% $19,375
Theodore P. Schwartz 31.665% $122,702
Charles T. Sherman 31.665% $122,702
Kenneth J. Warren 1.590% $6,161
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TOTALS 100% $387,500
</TABLE>
The following table shows the Common Stock that is currently beneficially owned
by each member of the Purchase Group, the Common Stock that each member of the
Purchase Group has a right to purchase under the Gillmore Agreement and the
Brownfield Agreement and the aggregate shares of Common Stock that each member
of the Purchase Group will own if all the Common Stock is purchased under the
Gillmore Agreement and the Brownfield Agreement. As of March 4, 1996, there
were 1,085,220 shares of Common Stock issued and outstanding. Finally, the
table shows the same information for the Purchase Group as a whole.
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<TABLE>
<CAPTION>
Currently Beneficially Owned Right to Purchase Aggregate
Name Number of Percent of Number of Percent of Number of Percent of
Shares Outstanding Shares Outstanding Shares Outstanding
<S> <C> <C> <C> <C> <C> <C>
Bob Binsky 159,874 14.4% 93,248.0 8.4% 253,122.0 22.9%
Michael W. 1,000 0.1% 15,500.0 1.4% 16,500.0 1.5%
Gardner
Theodore P. 12,848 1.2% 98,161.5 9.0% 111,009.5 10.2%
Schwartz
Charles T. 102,670 9.3% 98,161.5 8.9% 200,831.5 18.2%
Sherman
Kenneth J. 0 0.0% 4,929.0 0.4% 4,929.0 0.4%
Warren
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TOTAL 276,392 25.0% 310,000.0 28.1% 586,392.0 53.2%
</TABLE>
The consummation of the transactions contemplated by the Gillmore Agreement and
the Brownfield Agreement is subject to shareholder approval under Section
1701.831 of the Ohio General Corporation Law (the "Statute"). In accordance with
the Statute, the purchase of the Gillmore Shares and the Brownfield Shares must
be approved by (i) the holders of a majority of the outstanding voting shares
represented at a special shareholders meeting at which a quorum is present and
(ii) the holders of a majority of the portion of outstanding voting shares
represented at such a meeting excluding the voting shares owned by the Purchase
Group and certain "interested shares."
The Registrant contemplates that the special meeting of shareholders required to
approve or disapprove of the purchase of the Gillmore Shares and the Brownfield
Shares by the Purchase Group will be held on the same date as the Registrants'
1996 annual meeting of shareholders, currently scheduled for May 16, 1996.
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SIGNATURE
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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.
RESOURCE GENERAL CORPORATION
Dated: April 9, 1996 By: /s/ Robert S. Ryan
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Robert S. Ryan, Acting President
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