<PAGE>
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): October 11, 1994
NATIONAL INTERGROUP, INC.
- ---------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
- ---------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
1-8549 25-1425889
- ------------------------------ ------------------------------
(Commission File Number) (I.R.S. Employer
Identification No.)
1220 Senlac Drive, Carrollton, Texas 75006
- --------------------------------------------- --------------------
(Address of Principal Executive Offices) (Zip Code)
(214) 446-4800
- ---------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
- ---------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
<PAGE>
Item 5. Other Events.
------------
National Intergroup, Inc. (the "Registrant") and FoxMeyer
Corporation ("FoxMeyer") announced on October 10, 1994 that the
exchange ratio (the "Exchange Ratio") for the proposed merger of
FoxMeyer with and into a wholly-owned subsidiary of the Registrant has
been revised pursuant to a formula in the Agreement and Plan of Merger
dated as of June 30, 1994 (the "Merger Agreement") among the
Registrant, FoxMeyer Acquisition Corp. and FoxMeyer. The Exchange
Ratio has been adjusted based on the average price of the common stock
of the Registrant during the last 20 consecutive trading days.
Pursuant to the Merger Agreement, holders of shares of FoxMeyer's
common stock will now have the right to receive 0.904 shares of the
Registrant's common stock for each of their shares of FoxMeyer's
common stock.
Annual Meetings of the Registrant and FoxMeyer, at which
stockholders will vote on the proposed merger, will be held on October
12, 1994.
Attached hereto and incorporated herein by reference is the press
release issued by the Registrant and NII in connection with the
adjustment of the Exchange Ratio.
Item 7. Exhibits.
--------
(99) Text of Press Release issued by the Registrant and FoxMeyer
dated October 10, 1994.
NYFS05...:\35\64935\0021\2150\NII01094.P80<PAGE>
<PAGE>
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: October 11, 1994 NATIONAL INTERGROUP, INC.
By: /s/ Edward L. Massman
---------------------
Edward L. Massman
Vice President and
Controller
<PAGE>
<PAGE>
EXHIBIT INDEX
-------------
Exhibit No. Description
----------- -----------
99 Text of Press Release issued by the Registrant and FoxMeyer
dated October 10, 1994.
NYFS05...:\35\64935\0021\2150\NII01094.P80
<PAGE>
FOR IMMEDIATE RELEASE
Company Contact: J. Warren Henry
(214) 446-4270
NATIONAL INTERGROUP ANNOUNCES AN ADJUSTMENT IN THE EXCHANGE RATIO
INVOLVED IN ITS MERGER WITH FOXMEYER CORPORATION
DALLAS, TEXAS, October 10, 1994-National Intergroup, Inc.
(NYSE:NII) and FoxMeyer Corporation (NYSE:FOX) announced today that
the exchange ratio for the proposed merger of FoxMeyer Corporation
with and into a wholly owned subsidiary of National Intergroup has
been revised pursuant to a formula in the merger agreement relating to
National Intergroup's trading prices during the last 20 consecutive
trading days. Pursuant to the merger agreement, holders of shares of
FoxMeyer common stock will now have the right to receive 0.904 shares
of National Intergroup common stock for each of their shares of
FoxMeyer common stock.
Annual meetings of National Intergroup and FoxMeyer, at
which stockholders will vote on the merger, will be held on October
12, 1994.
FoxMeyer Corporation is a leading provider of health care
products and information-based services in North America, with sales
of $5.1 billion for the year ended March 31, 1994. Along with its
80.5 percent ownership in FoxMeyer Corporation, National Intergroup
owns 67.2 percent of Ben Franklin Retail Stores, Inc. (NASDAQ:BFRS),
which is a franchisor to 267 crafts stores and 584 variety stores in
47 states.
NYFS05...:\35\64935\0021\1547\REL01094.Z30
