SUNGROUP INC
8-K, 1999-02-26
RADIO BROADCASTING STATIONS
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                                 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): February 12, 1999

                                 SUNGROUP, INC.
                                 --------------
             (Exact name of registrant as specified in its charter)


        Tennessee                       0-3851                    72-1151881
        ---------                       ------                    ----------
(State or other jurisdiction       (Commission File             (IRS Employer
     of incorporation)                  Number)              Identification No.)

           2201 Cantu Court, Suite 102a, Sarasota, Florida 34232-6254
           ----------------------------------------------------------
           (Address of principal executive offices)        (Zip Code)

       Registrant's telephone number, including area code: (941) 377-6710



<PAGE>

ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

         On February 12, 1999, SunGroup Broadcasting of New Mexico, Inc.
("SunGroup Broadcasting of New Mexico"), a wholly-owned subsidiary of SunGroup,
Inc. ("SunGroup"), consummated its sale of substantially all of the assets of
radio station KKSS-FM ("Radio Station"), in Albuquerque, New Mexico, to Simmons
Media Group, Inc. ("Simmons"). 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 November 13, 1998. The net proceeds to
SunGroup, Inc. from the disposition of the Radio Station were $5,500,000.00

         There exists no material relationship between Simmons 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>
                                                        12 Months         12 Months
                                                     Ended 12-31-98    Ended 12-31-97
                                                     --------------    --------------
              <S>                                     <C>               <C>
              Revenue                                 $ 4,645,827       $ 8,031,573
              Income from Continuing Operations          (385,052)        1,157,729
              Net Income                                8,004,770          (759,109)
              Income Per Share                               1.15              (.11)
</TABLE>



<PAGE>

         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 or Form 10-Q filed
              November 13, 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:    February 24, 1999             By:  /s/ James A. Hoetger
         -----------------                  -----------------------
                                            James A. Hoetger.
                                            Vice President, Finance





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