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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
JUNE 9, 1994
(Date of Report)
GREAT AMERICAN MANAGEMENT AND INVESTMENT, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE
(State or other jurisdiction)
0-5256 58-1351398
(Commission File No.) (IRS Employer Identification No.)
TWO NORTH RIVERSIDE PLAZA, CHICAGO, ILLINOIS 60606
(Address of principal executive offices) (Zip code)
(312) 648-5656
(Registrant's telephone number, include area code)
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ITEM 5. OTHER EVENTS
On May 26, 1994, Eagle Industries,Inc. ("Eagle"), a wholly owned
subsidiary of Great American Management and Investment, Inc. ("GAMI"),
announced that it has entered into a definitive stock purchase agreement with
Robbins & Myers, Inc. ("R&M") wherein R&M will acquire the business units of
Eagle's The Pfaudler Companies, Inc. ("Pfaudler"), Chemineer, Inc.
("Chemineer") and Eldon Products, Inc. ("Edlon"). The transaction is subject
to regulatory clearance under the Hart-Scott-Rodino Antitrust Improvements Act
and final approval of Eagle's lenders. A June 30, 1994 closing is anticipated.
The sale price is $124.0 million which consists of $74.0 million in cash and
$50.0 of R&M subordinated notes. Eagle will also receive stock appreciation
rights with respect to 2.0 million shares of R&M stock which could result in a
maximum of $34.0 million of additional consideration. There can be no
assurance that this transaction will be consummated.
Pfaudler is a world-wide leader in the manufacture and sale of
glass-lined steel storage and reactor vessels for the chemical processing and
pharmaceutical industries with manufacturing operations in seven countries.
Chemineer is a leading manufacturer of mixing and agitation equipment for the
process industries. Edlon designs, fabricates and coats fluropolymer equipment
for the process and electronics industries. Combined annual sales for these
units are approximately $170.0 million of which 40% are international.
On June 6, 1994, GAMI announced that is has entered into an
agreement (the "Agreement") with substantially all of the pipe claimants in the
Madison Management Group, Inc. ("Madison") bankruptcy to acquire $457.0 million
of claims against Madison for approximately $24.6 million. The Agreement is
not subject to bankruptcy court approval. These claims represent in face
amount, approximately 94% of all of the noncontingent claims filed against
Madison in its bankruptcy. GAMI had previously reserved amounts to resolve
this litigation.
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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.
GREAT AMERICAN MANAGEMENT AND INVESTMENT, INC.
By: /s/Norman M. Field
____________________________
Norman M. Field
Vice President and Treasurer
Dated: June 9, 1994
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