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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Date of Report (Date of Earliest Event Reported) December 19, 1995
CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 0-5256
GREAT AMERICAN MANAGEMENT AND INVESTMENT, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 58-1351398
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
Two North Riverside Plaza
Chicago, Illinois 60606
(Address of Principal Executive Offices)
(312) 648-5656
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last
report)
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ITEM 5. OTHER EVENTS
On December 19, 1995, Great American Management and Investment, Inc. issued a
press release jointly with Eagle Industries, Inc., its wholly owned
subsidiary, describing fourth quarter 1995 charges and the commencement of a
tender and consent offer.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press Release issued by Great American Management and
Investment, Inc. dated December 19, 1995.
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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/ Sam A. Cottone
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Sam A. Cottone
Senior Vice President, Chief
Financial Officer and Treasurer
Dated: December 20, 1995
PRESS RELEASE Exhibit 99.1
For More Information, Call:
Sam Cottone (312) 906-6480
December 19, 1995
GREAT AMERICAN MANAGEMENT AND INVESTMENT, INC.
AND EAGLE INDUSTRIES, INC. ANNOUNCE CERTAIN
FOURTH QUARTER EVENTS AND A TENDER OFFER
CHICAGO, ILLINOIS: DECEMBER 19, 1995 - Great American Management and
Investment, Inc. ("GAMI") (NASDAQ: GAMI) and its wholly owned subsidiary,
Eagle Industries, Inc., ("Eagle"), announced today that during the fourth
quarter of 1995:
Eagle entered into an agreement to sell its Amerace Corporation
subsidiary to Thomas & Betts Corporation for $220 million. The
receipt of these proceeds, which is expected on or about January 2,
1996, was secured on December 15, 1995 by an irrevocable letter of
credit. Eagle expects to record an after-tax charge of approximately
$10 million in the fourth quarter of 1995 as a result of this sale.
Eagle concluded the sale of its Clevaflex, Inc. subsidiary resulting
in an after-tax charge of $3.4 million. Proceeds of $5.5 million,
including $3.8 million of cash and a note of $1.7 million, were
received.
Eagle entered into a contract for the sale of its Burns Aerospace
Corporation ("Burns") subsidiary for approximately $42 million, the
consummation of which is subject to Hart-Scott-Rodino approval and
buyer financing. Eagle also entered into a non-binding letter of
intent to sell its subsidiary, Mighty Distributing System of America,
Inc., for approximately $12 million.
Eagle also concluded the sale of certain non-operating assets,
including among others, its interests in Robbins & Myers, Inc. Stock
Appreciation Rights, for proceeds totaling $20.6 million. A realized
gain of $12.1 million, net of income taxes, was recorded in the
fourth quarter of 1995.
Eagle anticipates a charge in the fourth quarter of 1995, based upon
a re-assessment of the carrying value of certain non-operating assets
and liabilities, of approximately $23.4 million, net of income taxes.
Eagle also anticipates a charge of approximately $80 million in the
fourth quarter to reduce the carrying value of goodwill related to
its investments in its Burns and Denman Tire Corporation subsidiaries
based on the likely reduced holding period for such businesses.
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Additionally, GAMI and Eagle announced that Eagle has commenced a Tender and
Consent Offer for all of its outstanding Senior Deferred Coupon Notes due
2003. The Tender and Consent Offer expires on January 18, 1996 and is
subject to certain conditions including the closing of the sale of Amerace.
