FORM 8K-A
CURRENT REPORT
Filed Pursuant to Section 13 or 15 (d) of
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
December 20, 1996
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Tone Products, Inc.
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(Exact name of registrant as specified in its charter)
Arkansas 0-4289 71-0390957
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
2129 North 15th Street, Melrose Park, Illinois 60160
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(Address of principal executive offices)
(708) 681-3660
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Registrant's telephone number, including area code
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ITEM 2. Disposition of Assets
Prior to October 15, 1996, Tone Products, Inc. (the "Company") was
known as Minute Man of America, Inc. On October 15, 1996, Minute Man of
America, Inc. was acquired in a reverse acquisition by, and changed its name
to, Tone Products, Inc.
On December 5, 1996, the Company, in a non-monetary transaction,
disposed of all of the common stock of Gibson Specialty Corp. ("Gibson"), an
Illinois Corporation, located in Des Plaines, Illinois, in exchange for 75,000
shares of its Convertible Series A preferred stock having a par value of $10
per share. Prior to the October 15, 1996, acquisition discussed above, Gibson
was the sole operating segment in the Company. Gibson is a manufacturer of
specialized products sold primarily to distributors in the gaming industry.
Jerry Evon, the President of Gibson, was the holder of all of the preferred
stock and was a member of the Board of Directors of the Company. With the
completion of this transaction, Mr. Evon resigned from the Board of Directors
of the Company.
The disposal price of Gibson consisted of the following:
Net book value of Gibson Specialty $240,988
The business disposed was valued at book value.
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ITEM 7. Financial Statements, Pro Forma Financial Information, and Exhibits
(a) Financial Statements - none
<PAGE>
(b) Pro forma financial information
The accompanying unaudited pro forma balance sheet and statement of
operations reflect the consolidated financial position and operations
of Tone Products, Inc. (formerly Minute Man of America, Inc.) and
Subsidiary as of September 30, 1996 and its operations for the year
ended September 30, 1996. Each of these pro forma financial statements
reflect the acquisition of Tone Products, Inc. on October 15, 1996, as
well as the disposal of Gibson Specialty Corp. reported in the Form
8-K dated December 20, 1996.
The pro forma balance sheet at September 30, 1996 and the pro forma
statement of operations for the year ended September 30, 1996 assumes
the acquisition of Tone Products, Inc. on October 15, 1996, as well as
the disposal of Gibson Specialty Corp. reported in the Form 8-K dated
December 20, 1996, assumes that these transactions were completed on
October 1, 1995.
The pro forma financial information is not necessarily indicative of
the results which actually would have occurred had the transactions
been in effect on the dates and for the period indicated or which may
result in the future.
<PAGE>
<TABLE>
TONE PRODUCTS, INC.
(Formerly Minute Man of America, Inc.)
Pro Forma Balance Sheet (Unaudited)
September 30, 1996
________________
<CAPTION>
Pro Forma
Company Adjustments Pro Forma
--------- ---------- ---------
A S S E T S
<S> <C> <C> <C>
Current assets:
Cash $84,120 (A) $155,746
(B) (50,988) $188,878
Accounts receivable 187,948 (A) 939,332
(B) (187,948) 939,332
Inventory 160,488 (A) 1,113,177
(B) (160,488) 1,113,177
Prepaids - (A) 6,685 6,685
Deferred tax asset - (A) 5,230 5,230
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Total current assets 432,556 1,820,746 2,253,302
Property 194,424 (A) 1,464,724
(B) (194,424) 1,464,724
Other assets 1,748 (B) (1,355) 393
Goodwill - (A) 432,252 432,252
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196,172 1,701,197 1,897,369
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Total assets $628,728 $3,521,943 $4,150,671
======== ========== =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Line of credit payable - (A) $610,927 $610,927
Accounts payable $52,839 (A) 853,196
(B) (45,453) 860,582
Advances from related party 20,000 (B) (20,000) -
Note payable, current portion - (A) 224,007 224,007
Capital lease obligation 8,410 (B) (8,410) -
Income taxes payable - (A) 28,224 28,224
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Total current liabilities 81,249 1,642,491 1,723,740
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Notes payable long term - (A) 14,269 14,269
Capital lease obligation 38,467 (38,467) -
Deferred tax liability - (A) 67,882 67,882
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38,467 43,684 82,151
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Total liabilities 119,716 1,686,175 1,805,891
Shareholders' equity:
Preferred stock 750,000 (B) (750,000) -
Common stock 309,375 (A) 40,000 349,375
Paid in capital 862,997 (A) 10,568
(A) (118,259) 755,306
Stock subscription proceeds - (A) 1,038,000 1,038,000
Retained earnings (1,413,360)(A) 1,230,073
(B) 385,386 202,099
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Total shareholder's equity 509,012 1,835,768 2,344,780
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Total liabilities and
shareholders' equit $628,728 $3,521,943 $4,150,671
======== ========== =========
<FN>
See notes to pro forma financial statements.
</TABLE>
<PAGE>
<TABLE>
TONE PRODUCTS, INC.
(Formerly Minute Man of America, Inc.)
Pro Forma Statement of Operations (Unaudited)
For the Nine Months Ended September 30, 1996
________________
<CAPTION>
Pro Forma
Company Adjustments Pro Forma
-------- ----------- ---------
<S> <C> <C> <C>
Sales $841,402 (A) $6,245,918
(B) (841,402) $6,245,918
Cost of sales 847,652 (A) (4,590,317)
(B) 847,652 4,590,317
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Gross profit (loss) (6,250) 1,655,601
Operating costs and expenses 338,773 (A) (1,460,877)
(B) 306,781 1,492,869
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(Loss) income from operations (345,023) 162,732
Other income (expense) (17,876)(A) (60,397)
(B) 78,101 (172)
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Income before provision for
income taxes (362,899) 162,560
Provision for income taxes 639 (A) (75,250)
(B) 69 (75,820)
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Net (loss) income ($363,538) $450,278 $86,740
======== =========== =========
<FN>
See notes to pro forma financial statements.
</TABLE>
<PAGE>
TONE PRODUCTS, INC.
(Formerly Minute Man of America, Inc.)
Notes to Pro Forma Financial Statement
September 30, 1996
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(A) To record purchase of Tone Products, Inc. on October 15, 1996 and to
record income and expense items related to purchase.
(B) To record disposal of the Gibson Specialty Corp. on December 5, 1996,
and to to record income and expense items related to disposal.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: March 17, 1996 TONE PRODUCTS, INC.
By: /s/ Timothy Evon
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Name: Timothy Evon
Title: Director and President
