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UNITED STATES
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 11, 1997
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THE GOODHEART-WILLCOX COMPANY, INC.
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(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 0-7276 36-2135994
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(State or other jurisdiction (Commission (IRS Employer
File Number) Identification No.)
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18604 West Creek Drive, Tinley Park, Illinois 60477
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (708) 687-5000
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(Former name or former address, if changed since last report.)
Item 1: Changes in Control of Registrant
As a result of the acquisition on April 11, 1997 by Registrant of
163,200 shares of its $1.00 par value common stock from the George A.
Fischer Trust as described in Item 5 hereinafter, the total outstanding
shares of the Registrant has been reduced from 747,900 shares to 584,700
shares of said common stock.
The percentage beneficial ownership, as of April 11, 1997, of persons
known to the Registrant to be the beneficial owners of more than five per
cent of the Registrant's 584,700 shares of $1.00 par value common stock is
as follows:
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<CAPTION>
Amount of
Beneficial
Position with Share Percent of
Name of Beneficial Owner Company Ownership Class
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<S> <C> <C> <C>
Mrs. Loraine J. Mix Director 292,300 49.99%
Fred Eychaner 111,412 19.05%
Century Partners 42,700 7.03%
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Item 5: Acquisition of Assets
Pursuant to the terms and conditions of a Stock Purchase Agreement by
and between George A. Fischer, the Chairman of the Board of Directors of
the Registrant, and the Registrant, dated November 18, 1981, upon the
death of Mr. Fischer on February 1, 1997, the Registrant was required to
and did purchase from the George A. Fischer Trust on April 11, 1997,
163,200 shares of common stock of the Registrant, the same being all the
shares of the Registrant owned by Mr. Fischer at his death. The purchase
price pursuant to the Stock Purchase Agreement was determined by its fair
market value at the date of Mr. Fischer's death as appraised by Mr. David
E. Downen of Prairie Capital Services, Inc., at $33.25 a share or
$5,526,400 in the aggregate. The purchase price was paid $2,170,560 in
cash and the balance by an installment promissory note in the principal
amount of $3,255,840, dated April 11, 1997, providing for five consecutive
annual payments of $651,168 each, the first annual payment being due April
11, 1998, with interest at the prime rate of The First National Bank of
Chicago, computed monthly. The source of the cash portion of the purchase
price was provided in part by the $1,200,000 proceeds of an insurance
policy on the life of Mr. Fischer owned by the Registrant and the balance
of $970,560 was provided by internally generated funds. It is anticipated
that the source of the annual installment payments as required by the note
will be met by internally generated funds.
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 hereunto duly authorized.
THE GOODHEART-WILLCOX COMPANY, INC.
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(Registrant)
Date April 11, 1997 /s/ JOHN F. FLANAGAN
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(Signature)*
JOHN F. FLANAGAN, President
*Printed name and title of the signing officer under his signature.
