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): January 4, 1995
AMDURA Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-5027 41-0121800
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
900 Main Street South, Suite 2A, Bldg. B
Southbury, CT 06488-0870
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (203) 262-0570
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Item 5. Other Events.
On January 5, 1995, AMDURA Corporation ("AMDURA") jointly
with The Network Company II Limited ("Network") and John W.
Gildea ("Gildea"), filed with the Securities and Exchange
Commission a Schedule 13D relating to, among other things,
AMDURA's acquisition of 100,000 shares, and warrants to purchase
an additional 180,000 shares, of Class A Common Stock of
Spreckels Industries, Inc. (the "Company"). The filing
contained, among other things, the following statements:
"On December 30, 1994, AMDURA acquired beneficial
ownership of the [100,000 shares of Class A Common
Stock and warrants exercisable until September 2, 2001
to purchase 180,000 shares of Class A Common Stock for
$9.17 per share (together, the "AMDURA Shares")], for
aggregate consideration of $1,100,000. Network
acquired [its 130,000 shares of Class A Common Stock
(the "Network Shares")], prior to the period beginning
60 days prior to December 30, 1994.
AMDURA, Network and Gildea have filed this
Schedule 13D jointly because their common interest in
pursuing and promoting the possibility of a business
combination of AMDURA and the Company may result in
their being considered a "group" formed for the
purposes of acquiring, holding or disposing of
securities of the Company.
During the past several months, several meetings
have taken place between representatives of AMDURA and
those of the Company, as well as between
representatives of AMDURA and other stockholders of the
Company, regarding a potential business combination of
AMDURA and the Company. No agreement or understanding
was reached between AMDURA and the Company regarding
such a business combination as a result of the
discussions between representatives of AMDURA and those
of the Company.
On January 4, 1995 AMDURA sent a letter to the
Board of Directors of the Company setting forth a
specific proposal for a business combination of AMDURA
and the Company.... There can be no assurance that
AMDURA's proposal will be pursued by the Company, or
that the proposal will not be modified, withdrawn or
abandoned by AMDURA.
AMDURA acquired the AMDURA Shares in order to
obtain a significant equity position in the Company.
Network and Gildea acquired the Network Shares for the
purpose of investment. Each of AMDURA and Network has
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the absolute right to vote its shares of Class A Common
Stock as it individually determines. AMDURA expects to
continually review its equity position in the Company,
and to seek one or more meetings with management of the
Company and/or other stockholders of the Company in the
future in order to pursue its interest in a business
combination with the Company or to pursue other matters
relating to its equity interest in the Company. AMDURA
may also in the future determine to take one or more
actions in connection with its equity interest in the
Company or otherwise that could include one or more of
the transactions described in clauses (a) through (j)
of Item 4 of Schedule 13D. Depending upon market
conditions and other factors that any of AMDURA,
Network or Gildea may deem material to their respective
investment and other decisions, any one or more of them
may purchase additional shares of Class A Common Stock
in the open market, in private transactions or by any
other permissible means or may dispose of all or a
portion of the shares of Class A Common Stock that are
presently owned or hereafter acquired."
A copy of the January 4, 1995 letter from AMDURA to the
Board of Directors of the Company is filed herewith as Exhibit
99.
John W. Gildea is a director of AMDURA.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) Exhibits. The following exhibit is filed as part of
this Current Report on Form 8-K:
Description Exhibit No.
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Letter, dated January 4, 1995, 99
from AMDURA Corporation to the
Board of Directors of Spreckels
Industries, Inc.
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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.
AMDURA CORPORATION
Date: January 6, 1995 By: /s/ C. David Bushley
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Title: Senior Vice
President,
Finance and
Administration
and Chief
Financial
Officer
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EXHIBIT INDEX
Exhibit No. Description Sequential Page No.
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99 Letter, dated January 4, 1995, 6
from AMDURA Corporation to the
Board of Directors of Spreckels
Industries, Inc.
EXHIBIT 99
AMDURA Corporation
900 Main Street South
Suite 2A, Building B
P.O. Box 870
Southbury, CT 06488-0870
Telephone (203) 262-0570
Fax (203) 262-1270
C. DAVID BUSHLEY
Senior Vice President-Finance and Administration
January 4, 1995
Board of Directors
Spreckels Industries, Inc.
4234 Hacienda Drive
Pleasanton, CA 94588
Gentlemen:
We have been studying and discussing with you the
possibility of a business combination of AMDURA and Spreckels
Industries, Inc. for a considerable length of time, and continue
to believe that such a combination would be a very attractive
opportunity for our respective companies and their customers and
stockholders. Because of the importance of such a transaction to
each of our companies, we thought it would be useful to confirm
to you in writing our proposal for such a transaction and its
underlying logic. In keeping with our commitment to the
transaction, AMDURA recently acquired 280,000 shares of Spreckels
common stock and equivalents.
Based on publicly available information regarding
Spreckels and the limited investigation that has been conducted
to date, our Board of Directors has authorized AMDURA to propose
a merger of our two businesses in a tax free exchange of stock,
as a result of which (based solely on outstanding shares)
stockholders of Spreckels and AMDURA would hold approximately 58%
and 42% of the common stock of the combined entity, respectively.
On this basis, such a transaction values Spreckels at $11.94 per
share based on closing prices on December 30, 1994, representing
a premium to your stockholders of approximately 43% above the
closing price for Spreckels stock on that date. We would, of
course, be willing to discuss other possible transaction
structures and forms of consideration.
We believe that the combination of our industrial
businesses is a critical strategic step for each of our<PAGE>
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companies, both in terms of the industry in which we participate
and the interests of our respective investors and other
constituents. In addition, the larger revenue base and market
capitalization of the combined company, together with an active
growth strategy, should lead to a much higher visibility in the
investment community than either company standing alone could
achieve in the short-term.
Given the fundamentals of the industrial cycle, we
believe that it will be critical for the combined company to
concentrate exclusively on its materials handling businesses and
to dispose of the sugar segment as soon as possible. The
transaction, taken together with that disposition, would thereby
result in a larger, more focused business enterprise, with an
enhanced market presence and ability to capitalize on
opportunities for growth internally and through strategic
acquisitions in domestic and international markets.
We also believe that the combined businesses would
benefit from synergies due to our complementary product lines.
Our combined sales force would have a wider array of
internationally recognized product offerings, resulting in
increased account coverage and an ability to accelerate
penetration of target markets. Consolidation of overlapping cost
centers should, of course, reduce overall administrative expense
and improve cash flow as well.
From the capital markets perspective, an increase in
the public float for the combined company's common stock (which
presumably would be listed on the NYSE) should improve market
liquidity for our respective stockholders. In addition, the
combined company would enjoy a lower debt-to-equity ratio.
We are very enthusiastic about this proposal, and wish
to assure you that our objective is to negotiate and complete a
transaction expeditiously that is in the best interests of each
of our companies and their respective constituents. We would be
pleased to meet with you immediately to discuss any or all
aspects of the proposal, and are confident that you will
recognize its attractiveness.
Very truly yours,
/s/ C. D. Bushley
