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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 20, 1998
FIREPLACE MANUFACTURERS, INCORPORATED
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(Exact name of registrant as specified in its charter)
California 0-13746 95-3244946
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
2701 South Harbor Boulevard, Sana Ana, California 92704
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 714-549-7782
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events
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Fireplace Manufacturers Incorporated announced that it has entered into a
Letter of Intent with DESA International to sell the Company for a maximum
purchase price of $23,750,000 to be paid in cash. DESA International is a
privately held company which currently owns about 8% of the Company's
outstanding Common Stock. The transaction will be in the nature of a merger
of the Company into a new subsidiary of DESA. The principal shareholders of
the Company, including all Board members and one other officer have entered
into options with DESA to sell their shares (approximately 50% of the
outstanding shares) at the same price as will be offered to all other
shareholders. Such individuals will also enter into covenants not to compete
with DESA and certain of such individuals will be employed by DESA after the
merger. The Company and DESA are now negotiating a definite Merger
Agreement. Any such merger will require shareholder approval at a special
meeting of shareholders following the preparation and distribution of a proxy
statement and the compliance with all relevant governmental regulations. No
assurances can be given that any such merger will be consummated.
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.
Fireplace Manufacturers Inc.
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Registrant
March 31, 1998 JOHN D. HORNSBY
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(Date) John D. Hornsby, Secretary/Treasurer
