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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):January 20, 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 20, 1995, AMDURA Corporation (the "Company")
issued a press release regarding the Company's decision not to
pursue the previously-announced purchase of certain shares of
Class A Common Stock and warrants of Spreckels Industries, Inc.
A copy of the press release is filed as Exhibit 99 hereto.
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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Press Release of AMDURA Corporation 99
issued January 20, 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.
AMDURA CORPORATION
Date: January 23, 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 Press Release of AMDURA 5
Corporation issued
January 20, 1995
AMDURA DETERMINES NOT TO PURCHASE SHARES OF
SPRECKELS INDUSTRIES, INC.
FOR IMMEDIATE RELEASE:
SOUTHBURY, CONNECTICUT, January 20, 1995. AMDURA
Corporation (NYSE:ADU) announced today that, in light of
threatened legal recourse by Spreckels Industries, Inc.
(NASDAQ/NMS:SPKL), it would not be purchasing shares of Class A
Common Stock and warrants of Spreckels as previously announced.
AMDURA and Prudential-Bache Capital Partners II, had entered into
a Stock Purchase Agreement on December 30, 1994 pursuant to which
AMDURA was to purchase 280,000 shares of Class A Common Stock of
Spreckels and equivalents. In light of the hostile position
taken by Spreckels' Board, AMDURA and the partnership elected not
to proceed with the transaction.
Fred Whitridge, Chairman of the Board of AMDURA, said
"We are disappointed that Spreckels is unwilling to engage in
serious discussions regarding what we and other shareholders
believe is a very attractive opportunity for both companies, and
are surprised at the hostility exhibited by Spreckels' Board
toward our proposal. We had hoped that we would have had the
chance to work with Spreckels to fully explore the benefits of a
merger. Instead, they chose to reject our proposal without
meaningful explanation and to threaten legal recourse if we were
to acquire additional Spreckels shares, exercise various rights
as a Spreckels stockholder or take any action in furtherance of a
business combination with Spreckels."
AMDURA's merger proposal was outlined in a January 4,
1995 letter to the Spreckels Board. Under the proposal, the two
companies would be combined in a tax-free exchange of stock, as a
result of which (based solely on outstanding shares),
stockholders of Spreckels and AMDURA would have held
approximately 58% and 42% of the outstanding common stock of the
combined entity, respectively.
Mr. Whitridge continued, "Given our proposal, we
thought that an investment in Spreckels was both an attractive
investment and a meaningful expression of our conviction that a
merger of the two companies made good sense. There are
significant marketing and operational synergies of the materials
handling divisions of both companies which could lead to improved
sales, margins and shareholder values. AMDURA remains very
interested in pursuing a merger along the lines that it had
proposed. In light of the unreasonably hostile position taken by
Spreckels' Board, however, we think that it would be wrong for
AMDURA to both expend funds to make an investment in Spreckels
and at the same time commit to expend further financial and other
resources to fight the spurious legal battle over AMDURA's
ability to promote its proposal."
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AMDURA Corporation, headquartered in Southbury,
Connecticut, operates primarily through two subsidiaries, The
Crosby Group, Inc. and The Harris Waste Management Group, Inc.
Crosby, headquartered in Tulsa, Oklahoma, designs and
manufactures lifting equipment, hardware and accessories for use
in energy, construction, manufacturing, marine and transportation
applications. Harris, headquartered in Peachtree City, Georgia,
is engaged in manufacturing and marketing equipment for plastic,
paper and ferrous and non-ferrous scrap metal processing, as well
as waste recycling and solid waste disposal.
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FOR FURTHER INFORMATION, CONTACT:
C. David Bushley, Chief Financial Officer
Phone: (203) 262-0570
