Page 1 of 3 pages
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 15, 1998
SOUTHWARD VENTURES DEPOSITARY TRUST
(Exact Name of Registrant as Specified in its Charter)
Florida 2-77085 59-6737200
(State or other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification No.)
c/o Gino J. DiMarco, Trustee
2900 High Ridge Road, Boynton Beach, Florida 33426
(Address of Principal Executive Offices)
Registrant's telephone number, including area code (561) 582-2755
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Page 2 of 3 Pages
ITEM 1
CHANGE IN CONTROL OF REGISTRANT
On June 15, 1998, a Purchase and Sales Agreement (hereinafter referred
to as the "Agreement") was executed by Indeco, Inc. and T.D. Fender, who is the
sole Shareholder and President of Southward Acquisition Corporation. Southward
Acquisition Corporation is the owner of 21,103 units of beneficial interest of
the Registrant which constitutes 73.44% of its outstanding post-exchange units
(assuming all unit holders entitled to complete the ongoing exchange program do
so prior to its July 15, 1998 termination date). The Agreement provides for the
sale of the units of beneficial interest owned by Southward Acquisition
Corporation as well as all of the outstanding shares of the following privately
owned companies which are owned by T.D. Fender, his family members, and
affiliated parties: Great Harbour Cay Water and Sewer Utility Company Limited,
Great Harbour Management Company Limited, and Great Harbour Development and
Construction Company Limited. The Agreement also provides for the sale of three
parcels of land not owned by the Registrant which are located on Great Harbour
Cay or in its immediate vicinity. The Agreement attributes a purchase price of
$1,500,000 to the units of beneficial interest owned by Southward Acquisition
Corporation as a portion of the purchase price for the combined properties and
assets. Although the ownership of the units of beneficial interest will transfer
at the time of closing, the entire purchase price for all of the combined
properties and assets is payable 33 1/3% at the time of closing and the balance
over a period which may extend to approximately ten (10) years.
Since the Agreement provides for a ninety day investigation period by
the Purchaser within which the Purchaser can terminate the Agreement in the
Purchaser's sole discretion, it is not known if the contemplated transaction
will proceed or not. The Purchaser's initial good faith deposit of $50,000 which
has been posted with the Purchaser's legal counsel is fully refundable in the
event the Purchaser elects to not proceed with the contemplated transaction
during the investigation period.
Good title to the real estate, Exchange Control approval, Foreign
Investment Board approval, and any other approvals from the Bahamian government
that may be required are all conditions precedent to the consummation of the
transaction.
At this time, the likelihood of the transaction being consummated is
contingent upon the Purchaser's election to proceed after the expiration of the
ninety (90) day investigation period and those other contingencies specified
above. Accordingly, it is not known if a change of control of the Registrant
will occur or not although the potential for same does now exist contractually.
EXHIBITS
None
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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.
SOUTHWARD VENTURES DEPOSITARY TRUST
(Registrant)
BY: /S/ GINO J. DiMARCO
--------------------------------
GINO J. DiMARCO, Trustee
Dated: June 19, 1998
