STUART ENTERTAINMENT INC
8-K, 1996-04-25
GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES)
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                       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):  April 18, 1996


                         Stuart Entertainment, Inc.
           ------------------------------------------------------
           (Exact name of registrant as specified in its charter)


           Delaware                       0-10737                84-0402207    
       ----------------               ---------------        ------------------
(State or other jurisdiction of         (Commission             (IRS Employer
        incorporation)                 File Number)          Identification No.)


                              3211 Nebraska Avenue
                          Council Bluffs, Iowa   51501             
              ----------------------------------------------------
              (Address of principal executive offices)  (Zip Code)


      Registrant's telephone number, including area code:  (712) 323-1488


                              Not Applicable                              
         -------------------------------------------------------------
         (Former name or former address, if changed since last report)

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Item 5.  Other Events.

         See the Press Release attached hereto as Exhibit 20.

Item 7.  Financial Statements and Exhibits.

         (c)     Exhibits

                 20               Press Release dated April 19, 1996 regarding
                                  the Letter of Intent to acquire Trade
                                  Products, Inc.




<PAGE>   3
                                   SIGNATURES

         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 thereunto duly authorized.

                                    STUART ENTERTAINMENT, INC.



Date:  April 23, 1996               By: /s/ Paul C. Tunink                     
                                        ----------------------------------------
                                        Paul C. Tunink, Vice President--Finance,
                                        Treasurer and Chief Financial Officer




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                                 EXHIBIT INDEX

Exhibit No.                 Exhibit Description                             Page
- -----------                 -------------------                             ----

20               Press Release dated April 19, 1996 regarding
                 the Letter of Intent to acquire Trade
                 Products, Inc.




<PAGE>   1
                                   EXHIBIT 20


                           STUART ENTERTAINMENT, INC.


                                              CONTACT:  Paul Tunink 712-323-1488

FOR IMMEDIATE RELEASE:

TWO CHARITABLE GAMING GIANTS TO JOIN FORCES--
STUART ENTERTAINMENT AGREES TO ACQUIRE TRADE PRODUCTS, INC.

COUNCIL BLUFFS, IOWA, April 19, 1996--Stuart Entertainment, Inc./dba Bingo King
(NASDAQ/STUA) announced today the signing of a letter of intent to acquire
Trade Products, Inc. for $38 million.  Trade Products, a privately held company
based in Seattle, is the nation's largest maker and marketer of charitable
gaming tickets, with 1995 sales of more than $35 million.

"This acquisition is an outstanding strategic fit and will offer significant
synergistic opportunities," said Al Barber, vice chairman and chief executive
officer of Stuart Entertainment.  "The combined entity will be the
unprecedented worldwide market leader in two related businesses, charitable
gaming tickets and bingo-related products and supplies.  We project that Trade
Products will make an immediate contribution to earnings."

Barber added that combining the resources of both companies will provide
greater opportunities for new product development and strongly position the
company to capitalize on emerging markets.  The acquisition is subject to a
definitive agreement which is anticipated to be completed no later than June
30, 1996.  The acquisition is expected to be funded through either bank
financing or the placement of senior or subordinated debt.

Harry Poll, chairman and chief executive officer of Trade Products, added, "We
have spent quite a bit of time looking for the best business partner.  The two
companies' business philosophies are very compatible, and we are convinced that
the respective management teams will have a solid working relationship."

Both companies have a long and successful history as leaders in the charitable
gaming industry.  Stuart Entertainment, the only publicly traded bingo
manufacturer in North America, has roots that go back to 1948 and holds more
gaming related licenses in more jurisdictions than any other manufacturer in
the industry.  Trade Products has been in existence since 1974 and produces
more than 2.3 billion charitable gaming tickets annually.  Trade Products'
emphasis on quality, security, customer service and game innovation has made it
the industry leader in charitable gaming tickets for many years.




<PAGE>   2
Ron Rudy, Trade Products' president and chief operating officer commented, "We
are confident that joining forces with Bingo King offers significant growth
opportunities in the global market place.  The time is right to combine Trade
Products' unique strengths with Stuart Entertainment."

Tim Stuart, Stuart Entertainment president and chief operating officer, summed
up the feelings of both companies, noting, "This is an excellent marriage.  The
combined company will capitalize on the proven strengths of each organization,
enhancing both companies' distribution networks.  We are especially pleased
that Trade Products' excellent employees, who have enjoyed so much success over
the years, will be joining the Stuart Entertainment family," he added.

Stuart Entertainment is the world's largest manufacturer of bingo paper, ink
markers and related gaming equipment and supplies, with locations in the United
States, Canada and Mexico.  Its subsidiaries include Bazaar & Novelty, Canada's
largest supplier of bingo paper and related supplies, and Video King, a major
supplier of electronic gaming systems located in Littleton, CO.






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