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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) August 7, 2000
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JG INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Illinois 001-00258 36-1141010
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1111 North Dearborn St.
Suite 2701
Chicago, Illinois 60610
(Address of principal executive offices and Zip Code)
(312) 337-9610
(Registrant's telephone number, including area code)
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5630 West Belmont
Chicago, Illinois 60634
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
As reported in its Annual Report on Form 10-K filed on May 26, 2000, JG
Industries, Inc. (the "Company") no longer has any operating assets (including,
but not limited to, any inventory) with which it could conduct business. On May
30, 2000, the Company sold its only remaining owned real property for
$1,900,000.
In accordance with the Company's plans disclosed in the Preliminary
Information Statement filed February 17, 2000, the Definitive Information
Statement filed March 10, 2000, the Report on Form 8-K filed April 26, 2000, and
the Report on Form 10-K filed May 26, 2000, the Company filed a certificate of
dissolution with the Secretary of State of the State of Illinois on June 7,
2000. Under Illinois law, the Company's filing of a certificate of dissolution
terminated the Company's corporate existence. Thereafter the Company could not
carry on any business except that necessary to wind up and liquidate its
business and affairs. Pursuant to Illinois law, dissolution of a corporation
does not (1) transfer title to the corporation's assets; (2) prevent transfer of
its shares or securities; provided, however the corporate authorization to
dissolve may provide for closing the corporation's share transfer books; or (3)
prevent suit by or against the corporation in its corporate name. Since the
filing of the certificate of dissolution, the Company has not conducted any
business other than selling its remaining assets. The Company currently has no
remaining operating assets and only one remaining employee.
As permitted under Illinois law, the Company intends to close its share
transfer books and halt trading of its shares on August 11, 2000. The holders of
record as of August 11, 2000 will be entitled to participate in any distribution
of any liquidation proceeds.
As reported in previous filings with the Securities and Exchange
Commission, the Company does not intend to distribute any liquidation proceeds
to its shareholders prior to October 17, 2000. The Company does not believe that
it is prudent to distribute any liquidation proceeds prior to October 2000
because the Sale-Purchase Agreement, dated as of February 2, 2000, among the
Company, Goldblatt's Department Stores, Inc., Ames Department Stores, Inc. and
Ames Realty II (the "Ames Subsidiary"), pursuant to which the Company
transferred to the
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Ames Subsidiary the leases for all but one of its stores, contains certain
indemnification obligations that do not expire until such date. If the Company
were to distribute cash prior to the expiration of these obligations, the
Company could have insufficient funds to settle any claims should any arise
regarding representations, warranties or covenants of the Company in the Sale-
Purchase Agreement.
The Company currently anticipates that holders of its common stock
(including holders of its preferred stock which is convertible into common
stock) will receive approximately $1.00 in cash for each share of common stock
on or about October 17, 2000. However, the inability of the Company to settle
pending negotiations for anticipated amounts, unanticipated liabilities that may
arise or other changes that could occur could cause the actual amount received
by holders of its stock to vary significantly from the currently anticipated
amount.
Shareholders may receive a second distribution at a later date. The Company
deposited with the Ames Subsidiary certain funds to be held in escrow pending
resolution of certain contingent obligations of the Company relating to leased
real property transferred to the Ames Subsidiary. The last of these escrows is
to be distributed on July 14, 2001. In the event that funds are available, the
Company intends to make a final distribution shortly after such date.
Nevertheless, the Company can give no assurance that there will be any money
available for distribution to the shareholders from the escrow accounts or that
the Company will have other funds available to make an additional distribution
after the distribution planned for October 17, 2000. The Company believes that
in no event will a second distribution exceed $.50 per share.
One factor that may affect distribution amounts is that the Company has
been informed by an individual who held minority interests in certain of the
Company's subsidiaries that he may challenge the merger consideration provided
to him upon the merger of these subsidiaries into the Company. As previously
reported in the Company's Report on Form 10-K, these companies have been merged
into the Company. In connection with these mergers, the Company provided notice
to this minority shareholder that his interests would be converted to the right
to receive $1,165,500 in cash. While this minority shareholder has notified the
Company that he intended to exercise appraisal rights with respect to these
minority interests under Delaware Law, the
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Company believes that he did not exercise these appraisal rights in a timely
manner. Therefore, pursuant to the mergers, the Company tendered payment to this
minority shareholder in the amount of $1,165,500 for his minority interests.
This minority shareholder may continue to dispute the amount payable to him, and
the Company could incur significant additional costs in connection with any such
dispute. The effect of incurring significant additional costs in connection with
such dispute would be to reduce the liquidation payment that the Company will
ultimately distribute to its shareholders.
In addition, the Company continues to incur expenses for legal, accounting
and administrative services and continues to attempt to resolve small disputes
with regard to its past obligations.
Because of the uncertainties described above, Company makes no
representations as to whether any distributions will actually be made to
shareholders on or about October 17, 2000. Moreover, the Company makes no
representations as to the actual amount or the actual date on which it intends
to make liquidation distributions.
The foregoing contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Actual results may
differ materially from the anticipated results due to certain risks and
uncertainties, including those discussed above and other risks detailed from
time to time in the Company's Securities and Exchange Commission filings.
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Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired: Not Applicable.
(b) Pro Forma Financial Information: Not Applicable
(c) Exhibits. The following exhibits are filed as a part of this report:
Exhibit No. Description
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2.1 Sale-Purchase Agreement, dated as of February 2, 2000, among
Goldblatt's Department Stores, Inc., JG Industries, Inc.,
Ames Realty II, and Ames Department Stores, Inc. (previously
filed as Annex A to the Information Statement filed on
Schedule 14C on March 10, 2000 (File No. 001-00258) and
incorporated herein by reference)
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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 hereunto duly authorized.
JG INDUSTRIES, INC.
By: /s/ CLARENCE FARRAR
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Clarence Farrar
President
August 7, 2000
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Exhibit Index
Exhibit No. Description
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2.1 Sale-Purchase Agreement, dated as of February 2, 2000, among
Goldblatt's Department Stores, Inc., JG Industries, Inc., Ames
Realty II, and Ames Department Stores, Inc. (previously filed as
Annex A to the Information Statement filed on Schedule 14C on
March 10, 2000 (File No. 001-00258) and incorporated herein by
reference)
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