SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 23, 1996
CAPITAL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
INDIANA
(State or other jurisdiction of incorporation)
0-12450 35-1359190
(Commission File Number) (IRS Employer Identification No.)
8900 Keystone Crossing
Suite 1150
Indianapolis, IN 46240
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(317) 844-3722
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Item 5. Other Events.
(a) On April 23, 1996, at the Registrant's annual meeting of the
shareholders, the shareholders of the Registrant approved the
dissolution of the Registrant and the Plan for Dissolution and
Complete Liquidation of the Registrant. The Registrant had 273,879
shares outstanding as of the record date of the annual meeting. The
shareholders of the Registrant approved the dissolution by a count of
227,836 shares in favor of dissolution; 16 shares voted against the
dissolution and 44 shares abstained from voting. The Articles of
Dissolution were filed with and accepted by the Secretary of State for
the State of Indiana on April 24, 1996.
(b) On April 23, 1996, the Registrant and the trustees of the Capital
Industries Liquidating Trust exeucuted the Capital Industries
Liquidating Trust Agreement.
(c) Exhibits.
The following exhibits are filed as a part of this report:
Exhibit
Number Description Page
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3 Articles of Dissolution (including the Plan for
Dissolution and Complete Liquidation of the
Registrant which is Exhibit A to the Articles of
Dissolution). 3
10 Capital Industries Liquidating Trust Agreement
dated April 23, 1996 among the Registrant, and
O.U. Mutz, John B. Gray, Jr., and Paul A. Shively
as trustees (incorporated by reference to Exhibit
C of the Registrant's definitive proxy materials
filed on April 8, 1996).
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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.
CAPITAL INDUSTRIES, INC.
Date: May 1, 1996 /s/ Phillip A. Gough
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Phillip A. Gough
(Printed)
Treasurer
(Title)
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EXHIBIT 3
ARTICLES OF DISSOLUTION
OF
CAPITAL INDUSTRIES, INC.
CAPITAL INDUSTRIES, INC. (hereinafter referred to as the "Corporation"), a
corporation existing pursuant to the provisions of the Indiana Business
Corporation Law, desiring to give notice of corporate action authorizing and
effectuating the voluntary dissolution of the Corporation pursuant to the
provisions of IND. CODE ss. 23-1-45, sets forth the following facts:
ARTICLE I
Name and Date of Incorporation
Section 1. Name. The name of the Corporation is CAPITAL INDUSTRIES, INC.
Section 2. Date of Incorporation. The date of incorporation of the
Corporation in the State of Indiana is December 8, 1975.
ARTICLE II
Authorization
The dissolution of the Corporation was authorized pursuant to IND. CODE ss.
23-1-45-2 effective as of April 23, 1996.
ARTICLE III
Vote of Shareholders
The vote by which the shareholders approved the dissolution of the
Corporation is as follows:
Shares entitled to vote: 273,879
Total number of undisputed votes in favor: 227,836
The total number of votes cast for dissolution was sufficient for approval.
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ARTICLE IV
Effective Date of Dissolution
The dissolution of the Corporation shall be effective on April 23, 1996, or
upon the filing of these Articles of Dissolution with the Secretary of State for
the State of Indiana, if earlier.
IN WITNESS WHEREOF, the undersigned duly authorized officer of the
Corporation executes these Articles of Dissolution of the Corporation as of this
23rd day of April, 1996.
/s/ O.U. Mutz
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O.U. Mutz, Chairman
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EXHIBIT A
PLAN OF COMPLETE LIQUIDATION
AND VOLUNTARY DISSOLUTION OF
CAPITAL INDUSTRIES, INC.
1. General: This Plan shall apply to the complete liquidation and
voluntary dissolution of CAPITAL INDUSTRIES, INC. (the
"Corporation"), under and pursuant to IND. CODE ss. 23-1-45.
2. Effective Date: This Plan shall become effective following its
adoption by the shareholders.
3. The Plan Following the Effective Date:
a. The Corporation shall cease to engage in the business for which it was
formed.
b. The officers of the Corporation shall file a copy of Form 966 of the
Internal Revenue Service with the Internal Revenue Service, the
Indiana Department of Revenue and the Indiana Department of Employment
and Training Services within 30 days after the date this Plan is
adopted, and a copy of same to be filed with the Indiana Attorney
General within 10 days after the date this Plan is adopted.
c. The officers of the Corporation shall execute and deliver Articles of
Dissolution to the Indiana Secretary of State for filing.
d. The officers shall notify known creditors in writing of the
dissolution, if any, in accordance with IND. CODE ss. 23-1-45.
e. The officers shall cause notice of the dissolution to be published in
a newspaper of general circulation in Marion County, Indianapolis,
Indiana. Such notice shall request persons with claims against the
Corporation to present them in accordance with the notice, and shall
describe the information that must be included in a claim, provide a
mailing address to which the claim may be sent, and state that a claim
will be barred unless a proceeding is brought within two years of
publication of the notice.
f. The Corporation shall not carry on any business except that
appropriate to wind up and liquidate its business and affairs.
g. The officers shall collect all assets of the Corporation and reduce
them to possession, conveying and transferring them as necessary to
convert them into forms suitable for distribution to the shareholders,
including the real property, if any, owned by the Corporation in
Jacksonville, Florida.
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h. The officers shall pay and discharge the debts and liabilities of the
Corporation, if any, or make adequate provision therefor.
i. The officers of the Corporation shall distribute all of the assets of
the Corporation (less those assets, if any, which the officers
determine are required to be retained to satisfy claims against the
Corporation and which are set apart for such purpose) to the
shareholders upon surrender of the shareholders' certificates
evidencing the outstanding shares of the Corporation and in complete
cancellation thereof. For this purpose the officers of the Corporation
shall establish a liquidating trust to be named the Capital Industries
Liquidating Trust (the "Liquidating Trust") in substantially the form
attached hereto as Annex 1.
j. The Liquidating Trust will be funded by the Corporation with an amount
of funds or liquid assets sufficient to satisfy any remaining
liabilities of the Corporation, plus an additional amount which is
intended to fund prospective and contingent liabilities of the
Corporation which the trust shall assume concurrently with the final
cash distribution to the shareholders of the Corporation, the
Corporation's interest in the HCT Security Trust, and any other
assets, whether tangible or intangible, which have not been converted
to cash at the time of the final liquidation of the Corporation.
k. The officers of the Corporation shall take such other necessary
actions and execute, file and deliver all other returns, reports and
instruments necessary or advisable to carry out this Plan and to
liquidate the Corporation.
4. Revocation of Plan: This Plan shall be subject to revocation pursuant
to IND. CODE ss. 23-1-45-4, under which the Board of Directors may
revoke the Plan without shareholder action.
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