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): March 6, 1996
PAGES, INC.
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Commission File Number 0-107475
Incorporated - Delaware IRS Identification Number 34-1297143
801 94th Avenue North, St. Petersburg, Florida 37702
Registrant's telephone number, including area code (813) 578-3300
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On March 6, 1996, the Company and School Book Fairs, Inc., a wholly owned
subsidiary of the Company ("School Book Fairs") sold to Scholastic Limited, a
United Kingdom subsidiary of Scholastic, Inc. and its affiliates ("Scholastic")
all of the capital stock of School Book Fairs, Limited ("Limited"), the
Company's United Kingdom subsidiary for $5,016,531 cash. Additionally, as part
of the transaction, (i) the purchaser paid in full (x) the outstanding balance
of $2,129,846 due by Limited to Lloyds Bank and (y) an intercompany payable due
from Limited to the Company in the amount of $2,066,122, and (ii) the Company
signed a Non-Competition Agreement pursuant to which, in return for the payment
of $1,500,000 in cash, the Company agreed for a five-year period not to compete
with the book fair business of Scholastic and its affiliates in the following
countries: Canada, the United Kingdom, Ireland, Germany, Italy, Greece, Eastern
Europe, including without limitation, the Commonwealth of Independent States,
Turkey, the countries of the Middle East and Africa.
On March 6, 1996, School Book Fairs closed its distribution channel in
Canada and on March 13, 1996, School Book Fairs sold a portion of its inventory
in Canada to Scholastic Canada, Ltd., a corporation organized under the laws of
Canada for $575,000 cash.
The total value to the Company of the above-described transactions is
$11,287,500. The net proceeds received by the Company of $8,950,000 after
estimated transaction costs and costs related to the closing of its Canadian
distribution channel were paid to The Huntington Bank in reduction of the
Company's indebtedness. The Company anticipates negotiating a new loan
agreement with The Huntington Bank in the near future.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired. None
(b) Pro forma financial information
(1) None
(2) None
(c) Exhibits: None
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 19, 1996 PAGES, Inc.
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(Registrant)
/s/ Richard A. Stimmel
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Richard A. Stimmel, President
