United States
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
Date of Report (Date of earliest event reported): November 10, 1998
SUNGROUP, INC.
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(Exact name of registrant as specified in its charter)
Tennessee 0-3851 62-0790469
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
2201 Cantu Court, Suite 102a, Sarasota, Florida 34232-6254
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (941) 377-6710
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 13, 1998, SunGroup Broadcasting of Louisiana, Inc.
("SunGroup Broadcasting of Louisiana"), a wholly-owned subsidiary of SunGroup,
Inc. ("SunGroup"), consummated its sale of substantially all of the assets of
radio station KMJJ-FM ("Radio Station"), in Shreveport, Louisiana, to Capstar
Broadcasting, Inc. ("Capstar Broadcasting"). The initiation of this transaction
pursuant to execution of the Asset Purchase Agreement by and between SunGroup
and Sunburst Media, LP was disclosed in SunGroup's Current Report on Form 10-Q,
filed with the Securities and Exchange Commission on August 15, 1998. The net
proceeds to SunMedia from the disposition of the Radio Station were
$5,224,973.30. Of this amount, $2,169,641.39 was paid to the First Savings Bank
("FSB"), the first lien holder on the assets of the Radio Station, in
consideration for full release of its lien on such assets and discharge of
$2,169,641.39 in indebtedness of SunGroup to FSB. The remaining sale proceeds of
$3,055,331.91 were remitted to Conseco, Inc. to reimburse it for certain notes
it has held on behalf of SunGroup, Inc. during the previous twelve months.
There exists no material relationship between Capstar Broadcasting
and SunGroup, or any of its officers, directors or affiliates.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
b) Pro Forma Financial Information.
The Pro Forma financial information reflects the current interim
period and the corresponding interim period of the preceding
fiscal year as though the transaction occurred at the beginning
of the periods.
<TABLE>
<CAPTION>
9 Months 9 Months
Ended 9-30-98 Ended 9-30-97
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<S> <C> <C>
Revenue $ 1,442,987 $ 1,303,064
Income from Continuing Operations 301,442 189,521
Net Income 35,094 (147,310)
Income Per Share 0.002 (0.010)
</TABLE>
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c) Exhibits.
2) Asset Purchase Agreement by and between SunGroup, Inc. and
Sunburst Media, LP dated February 13, 1998, is hereby
incorporated by reference to SunGroup's Current Report on Form
10-Q filed August 15, 1998.
3) Articles of Incorporation and By-Laws
(i) The Articles of Incorporation of SunGroup are
incorporated herein by reference to SunGroup's Annual
Report on Form 10-KSB filed December 31, 1993.
(ii) The By-Laws of SunGroup are incorporated herein by
reference to SunGroup's Annual Report on Form 10-K
filed December 31, 1984
SIGNATURE
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 hereunto duly authorized.
SUNGROUP, INC.
Date: November 10, 1998 By: /s/ James A. Hoetger
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James A. Hoetger
Vice President, Finance
