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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):
MARCH 1, 1994
NATIONAL INTERGROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 1-8549 25-1425889
(State or Other (Commission (I.R.S.
Jurisdiction of File Number) Employer
Incorporation or Identification
Organization) Number)
1220 Senlac Drive,
Carrollton, Texas 75006
(Address of Principal (Zip Code)
Executive Offices)
Registrant's Telephone Number, including area code: (214) 446-4800
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Item 5. Other Events.
On March 1, 1994, National Intergroup, Inc. (the "Registrant")
proposed to the board of directors of FoxMeyer Corporation
("FoxMeyer"), its 80.5%-owned subsidiary, a business combination in
which a subsidiary of the Registrant would merge with and into
FoxMeyer (the "Proposed Merger").
In the Proposed Merger, each share of common stock of
FoxMeyer, other than those held by the Registrant, would receive
$14.75 principal amount of a new issue of 8.25% Senior Notes due
2004 (the "Senior Notes") of FoxMeyer Holding Corporation, a
corporation which will be created for the purpose of holding a
majority of FoxMeyer's outstanding shares of common stock. On
March 1, 1994, there were 5,510,000 shares of common stock of
FoxMeyer not already owned by the Registrant. If the Proposed
Merger takes place as presently proposed, FoxMeyer Holding
Corporation would issue an aggregate of $81,272,500 principal
amount of the Senior Notes.
The board of directors of FoxMeyer responded to the
Registrant's proposal by forming a special committee consisting of
directors not affiliated with the Registrant to consider the
Proposed Merger.
Attached hereto and incorporated herein by reference is the
press release issued by the Registrant and FoxMeyer in connection
with the Proposed Merger.
Item 7. Exhibits.
(1) Text of Press Release issued by the Registrant and
FoxMeyer, dated March 1, 1994.
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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 hereunto duly authorized.
DATE: March 2, 1994
NATIONAL INTERGROUP, INC.
By:
/s/ Edward L. Massman
Edward L. Massman
Controller
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National Intergroup, Inc.
1220 Senlac Drive Carrollton, Texas 75006
Telephone (214) 446-9090
FOR IMMEDIATE RELEASE
CONTACT: J. Warren Henry
(214) 446-4270
NATIONAL INTERGROUP OFFERS TO PURCHASE ALL OF
FOXMEYER CORPORATION HELD BY THE PUBLIC
DALLAS, TEXAS, March 1,1994--National Intergroup, Inc. (NYSE:NII)
and FoxMeyer Corporation (NYSE:FOX) today announced that National
Intergroup has proposed to the board of directors of FoxMeyer, its
80.5 percent owned subsidiary, a business combination in which a
National Intergroup subsidiary would merge with and into FoxMeyer
Corporation.
In the proposed merger, the holders of each share of FoxMeyer
Corporation (other than National Intergroup) would receive $14.75
principal amount of a new issue of 8.25 percent Senior Notes due
2004 of FoxMeyer Holding Corporation. FoxMeyer Holding will be
newly created for the purpose of holding a majority of FoxMeyer
Corporation's outstanding shares. Based on the 5,510,000 common
shares of FoxMeyer Corporation not already owned by National
Intergroup, FoxMeyer Holding would issue an aggregate of
$81,273,000 principal amount of the 8.25 percent senior notes.
On February 28, 1994, the closing price for FoxMeyer's common
shares on the New York Stock Exchange was $13.50 per share.
National Intergroup urged that a Special Committee of FoxMeyer
Corporation directors not affiliated with National Intergroup be
formed to consider the proposal. FoxMeyer's board of directors
responded by forming a Special Committee chaired by Daniel J.
Callahan, III, which undertook to engage an investment banking
firm and counsel to assist the Special Committee in evaluating
the proposal.
The proposal is conditioned upon the execution of a definitive
merger agreement mutually satisfactory to National Intergroup and
FoxMeyer Corporation, and is further conditioned upon the effective-
ness of the registration of the 8.25 percent senior notes to be
issued in the merger and the receipt of all bank, regulatory
and shareholder approvals necessary to accomplish this transaction.
FoxMeyer Corporation is the nation's fourth largest pharma-
ceutical distributor, with projected sales of $5.1 billion for the
year ended March 31, 1994. Along with its ownership in FoxMeyer
Corporation, National Intergroup owns 67.3 percent of Ben Franklin
Retail Stores, Inc. (NASDAQ:BFRS), which owns 10 franchised craft
superstores and which is a franchisor of more than 950 variety and
craft stores in 47 states.
