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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 8, 1995
TIGERA GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-12113 94-2691724
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
incorporation) Number)
730 Fifth Avenue, 9th Floor, New York, New York 10019-4105
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 333-8664
N/A
(Former name or former address, if changed since last report)
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Item 1. Change in Control of Registrant.
As more fully disclosed in Amendment No. 12 to the Schedule 13D
filed on November 13, 1995 by Forschner Enterprises, Inc., a Delaware
corporation ("Enterprises"), with the Securities and Exchange Commission (the
"Commission") on November 8, 1995 (the "Closing"), pursuant to a letter
agreement dated October 30, 1995 by and among Forschner Enterprises, Inc.,
Beverly Hills Bancorp, a California corporation ("BHB") and certain other
parties thereto (the "Letter Agreement"), Enterprises purchased from BHB 295,000
shares of Common Stock of Tigera Group, Inc. ("Tigera") owned directly by BHB
(the "Tigera Shares") and all of the capital stock of TGI Acquisition Corp.
("TGI"), a wholly-owned subsidiary of BHB, which in turn owns 4,445,000 shares
of Common Stock of Tigera (the "TGI Shares" and together with the Tigera Shares,
the "Total Shares"). The Total Shares constitute all of BHB's direct or indirect
interest in Tigera. The purchase price per Total Share was $.90 or an aggregate
purchase price of $4,226,000. In addition, pursuant to the Letter Agreement,
Enterprises agreed to purchase, for a price of $.90 per share, 1,731,000 shares
of Common Stock of Tigera from Albert M. Zlotnick (the "Zlotnick Shares") and
248,250 shares of Common Stock of Tigera from Michael S. Berlin (the "Berlin
Shares"). The Letter Agreement provided that in the event either of Messrs.
Zlotnick or Berlin was unable to deliver at the Closing stock certificates
representing all of the Zlotnick Shares and the
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Berlin Shares, as the case may be, Enterprises would purchase such number of
shares as to which stock certificates were delivered and would purchase the
remaining shares within 30 business days after the Closing at a date to be
specified by Messrs. Zlotnick and Berlin on five business days prior written
notice. At the Closing, Enterprises purchased 703,000 of the Zlotnick Shares at
a price of $.90 per share of an aggregate purchase price of $632,700. The
closing of the sale of the 1,028,000 remaining Zlotnick Shares occurred on
November 15, 1995 (the "Zlotnick Closing"). The purchase price for the shares
purchased at the Zlotnick Closing was $925,200. No closing has been scheduled
for the sale of the Berlin Shares.
The purchase price for the shares of Tigera Common Stock purchased
by Enterprises at the Closing and at the Zlotnick Closing was paid for in cash
partly from working capital and partly from borrowings under a short term loan
obtained from The Brae Group, Inc.
Enterprises is the beneficial owner of 8,340,028 shares of Common
Stock of Tigera which constitutes 39.2% of the Common stock of Tigera currently
issued and outstanding.
Pursuant to the Letter Agreement, all members of Tigera's Board of
Directors other than Albert M. Zlotnick and A. Clinton Allen were required to
resign at or prior to the Closing and have
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been replaced by nominees of Enterprises whose names were to be supplied by
Enterprises. In accordance with this requirement Michael S. Berlin, Philip R.
Hankin, Irving I. Lassoff, James A. Martin, Daniel A. Rivetti resigned from all
their positions with Tigera effective at the Closing and Deborah A. Farrington,
Herbert M. Friedman and Michael A. Weatherly were elected to the Tigera Board
effective at the Closing.
On November 15, 1995, a meeting of the Board of Directors of Tigera
was held where the following occurred:
(i) the number of directors constituting the whole Board was
increased from five to nine members;
(ii) Louis Marx, Jr., Clark H. Bailey, Ramon D. Ardizzone and Donald
T. Pascal were elected as directors;
(iii) the following persons were elected as officers of Tigera:
Louis Marx, Jr. Co-Chairman
Deborah A. Farrington Co-Chairman
Donald T. Pascal President and Chief
Executive Officer
Robert E. Kelly Senior Vice President,
Chief Financial Officer
and Secretary
In accordance with the terms of the Letter Agreement, at the
Closing, Albert M. Zlotnick was retained by Tigera as a consultant for a period
of two years, at a rate of $180,000 per
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year, to assist in finding and evaluating suitable acquisition candidates and
will be engaged in a similar capacity by Enterprises for a period of one
additional year if shares of Tigera Common Stock are not quoted at $.90 or above
for ten consecutive trading days within six months following the Closing.
In addition, pursuant to the terms of the Letter Agreement,
Enterprises agreed to purchase or locate purchasers for up to an aggregate of
1,638,276 shares of Common Stock of Tigera, held by certain persons or entities
named in the Letter Agreement, at a purchase price of $.90 per share, to the
extent that such persons or entities, having deposited such shares with a named
broker within 60 days of the Closing, are unable to sell such shares through
such broker, at a price of $.90 per share, within 60 days of the deposit of such
shares with such broker.
It is the intention of Enterprises to assist Tigera's continuing
efforts to locate suitable acquisition opportunities by making available to
Tigera the services of Enterprises' personnel experienced in acquisition
activities.
The information set forth herein is based in part on the information
set forth in Amendment No. 12 to the Schedule 13D filed with the Commission by
Enterprises. Except as otherwise set forth herein, Tigera is not aware of (i)
any arrangements or understandings among members of both the former and new
control
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groups and their associates with respect to the election of directors or other
matters and (ii) any arrangements between any persons the operation of which may
at a subsequent date result in a change of control of Tigera.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
TIGERA GROUP, INC.
Dated: November 22, 1995 By: /s/ Robert E. Kelly
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Robert E. Kelly
Senior Vice President
Chief Financial Officer
and Principal Accounting
Officer
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