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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): May 18, 1998
FPA CORPORATION
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(Exact name of registrant as specified in charter)
Delaware 1-6830 59-0874323
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
One Greenwood Square, #101, 3333 Street Road, Bensalem, PA 19020
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 215-245-7500
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Not Applicable
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(Former name or former address, if changed since last report.)
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Item 5. Other Events.
On May 18, 1998, FPA Corporation (the "Registrant") announced,
among other things, plans to rename itself "Orleans Homebuilders, Inc." (the
"Name Change"). The Name Change is expected to formally become effective in June
or July of 1998.
On April 20, 1998, the Registrant's Board of Directors
approved and recommended the Name Change to the shareholders of the Registrant.
On May 11, 1998, pursuant to Section 228 of the Delaware General Corporation
Law, Mr. Jeffrey P. Orleans, the record holder of approximately 62.4% of the
Registrant's issued and outstanding Common Stock, approved the Name Change by
written consent. The Name Change will become effective twenty (20) days after
the mailing of an Information Statement, pursuant to Section 14(c) of the
Securities Excahnge Act of 1934, as amended, to the Registrant's shareholders
informing them of the Name Change. At the expiration of such twenty (20) day
period, the Registrant will file with the Delaware Secretary of State a
Certificate of Amendment to the Registrant's Certificate of Incorporation
formally effecting the Name Change.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Financial Statements of Business Acquired.
Not Applicable
(b) Pro Forma Financial Information.
Not Applicable
(c) Exhibits.
99. Press Release issued by the Registrant on
May 18, 1998.
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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 thereunto duly authorized.
FPA CORPORATION
By: /s/ Joseph A. Santangelo
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Joseph A. Santangelo
Secretary and Treasurer
May 27, 1998
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EXHIBIT INDEX
99. Press Release issued by the Registrant on May 18, 1998.
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EXHIBIT 99
For Immediate Release Contact: Donna Csolak, Communique
May 18, 1998 609-890-8188
Linda Kelley, Orleans
215-245-7500
FPA ANNOUNCES NAME CHANGE, RECORD BACKLOG, PROMOTIONS
Jeffrey P. Orleans, CEO of FPA Corporation (Orleans), announced plans
today to rename the company Orleans Homebuilders, Inc. "Our family has been
associated with quality homebuilding in the Delaware Valley for 80 years and I
am proud to have the company bear our name," he explained. The name change is
expected to formally become effective in mid-June of this year.
Orleans has grown steadily over the last five years, opening new
communities throughout the Delaware Valley area. The evidence of such growth is
the record backlog of new home sales. As of April 30, 1998, Orleans had
$72,000,000 of home sales under contract.
Jeffrey Orleans also announced the promotions of Benjamin D. Goldman to
Vice Chairman and Michael T. Vesey to President. Goldman has led Orleans for the
past nine years, serving as President for the past six years. "As President, Ben
has done an outstanding job positioning Orleans for the future," said Jeffrey
Orleans. "With his extensive business and legal background he has helped
implement a strategy which has fostered the growth of the Company by focusing
its operations on the regional Delaware Valley and central New Jersey area. His
reputation for fairness and as a skilled dealmaker is well documented. This
promotion will allow him to focus on land acquisition which is critical for
our future growth."
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As President, Vesey will assume the position of Chief Operating
Officer. Vesey, a CPA, received a masters in business administration from the
University of Pennsylvania Wharton School of Business. He has been with Orleans
for 11 years, directing the home construction activities the past four years in
his position as Executive Vice President. "Mike has consistently shown
commitment to the Company and a strong focus on the home buyer," Jeffrey Orleans
commented.
"Over the past five years Orleans has reinforced its position as a
pre-eminent homebuilder," said Vesey. "We did so with a focus on our home buyers
and dedication from our employees, suppliers and subcontractors. I believe with
their support we will continue to expand upon the traditions of quality
homebuilding associated with the Orleans' name."
The Orleans family building business was founded by A.P. Orleans in
1918. Today, 80 years and 65,000 homes later, the Company is lead by Jeffrey
Orleans, who is following in the tradition of his father and grandfather.
Orleans is the second largest homebuilder in the Delaware Valley, offering homes
in Chester, Delaware and Bucks counties in Pennsylvania; and in Camden,
Gloucester, Burlington and Mercer counties in New Jersey. More information on
Orleans and its communities can be obtained through the company's website at
www.orleanshomes.com or by calling 215-245-7500.
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