UNITED STATES 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 3, 1994
--------------------------------
O'SULLIVAN CORPORATION
-----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
VIRGINIA
-----------------------------------------------------------------
(State or other jurisdiction of incorporation)
1-4438 54-0463029
--------------------------- ------------------------------------
(Commission File Number) (IRS Employer Identification Number)
1944 Valley Avenue, P. O. Box 3510, Winchester, Virginia 22601
-----------------------------------------------------------------
(Address of principal executive offices, including zip code)
(703) 667-6666
-----------------------------------------------------------------
(Registrant's telephone number, including area code)
Item 5. Other Events.
On October 3, 1994, O'Sullivan Corporation
("O'Sullivan") issued a news release announcing that a
Letter of Intent (the "Letter of Intent") had been
executed concerning the sale of O'Sullivan's Gulfstream
Division, including its wholly owned subsidiary, Capitol
Plastics of Ohio, Inc., to Automotive Industries
Holding, Inc. ("Automotive Industries"). A copy of the
Letter of Intent is filed herewith as Exhibit 99.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
---------
99 Letter of Intent dated September 30, 1994
between O'Sullivan and Automotive
Industries -- filed herewith.
S I G N A T U R E S
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.
O'SULLIVAN CORPORATION
/s/ Anthony A. Barone
---------------------------
Anthony A. Barone
Vice President, Secretary
and Chief Financial Officer
/s/ C. Bryant Nickerson
---------------------------
C. Bryant Nickerson
Treasurer and
Chief Accounting Officer
October 5, 1994
EXHIBIT 99
----------
AUTOMOTIVE INDUSTRIES, INC.
4508 IDS Center
Minneapolis, MN 55402
September 30, 1994
O'Sullivan Corporation
1944 Valley Avenue
P.O. Box 3510
Winchester, VA 22601
Attention: Arthur H. Bryant, II
Gentlemen:
This letter sets forth an agreement in principle on which
Automotive Industries, Inc. or one or more new subsidiary
corporations ("AII") proposes to acquire certain assets of the
Gulfstream Division (the "Business") from O'Sullivan Corporation
("OS").
1. Purchased Assets and Assumed Liabilities. AII will (a)
purchase all of the Seller's property, equipment, inventory,
plants (other than the Gulfstream Main Facility and certain
equipment), and certain intangible assets, each with respect to
the Business, and all of the capital stock of Capitol Plastics of
Ohio, Inc. ("Capitol") (collectively, the "Purchased Assets") and
(b) assume certain of the Business' trade accounts payable and
accrued expenses as of the closing, determined in accordance with
generally accepted accounting principles consistently applied
("GAAP"), and certain of the Business' ordinary course of
business contractual obligations to be performed after the
closing, each to the extent specified on a schedule to the
definitive purchase agreement.
2. Consideration. The aggregate consideration for the
Purchased Assets will be an amount equal to the sum of (a) $41.0
million plus (b) the book value of the acquired inventory plus
(c) the amount of capital expenditures less the greater of the
book value of, or the proceeds received from, capital sales,
retirements or other dispositions made since June 30, 1994 less
(d) the book value of all assumed liabilities (other than
Capitol's liabilities) less (e) the excess, if any, of the net
book value of Capitol's liabilities over Capitol's assets other
than property, plant and equipment and inventory, each determined
as of the date of closing in accordance with GAAP, payable in
immediately available funds at the closing.
3. Expenses. AII and OS will each pay their respective
expenses (including fees and expenses of legal counsel,
investment bankers, brokers or other representatives or
consultants) in connection with the transactions contemplated
hereby (whether consummated or not); provided, however, if,
within four months after the date hereof, OS enters into any
contract, commitment, arrangement, understanding, or reaches an
agreement or understanding in principle, or OS' Board of
Directors approves any transaction with respect to the sale or
other disposition of the Purchased Assets to any party other than
AII for which the consideration to be received therefrom exceeds
the aggregate consideration set forth in Section 2 above and AII
has not prior thereto elected to terminate discussions with OS
with respect to the transactions contemplated hereby, then OS
will reimburse AII in an amount not in excess of $750,000 for all
fees and expenses incurred by AII or AII's employees, officers,
affiliates, advisors or agents in connection with the proposed
transaction contemplated hereby.
4. Exclusivity. Prior to October 31, 1994, OS will not,
and will cause its officers, directors, agents and affiliates to
not, discuss a possible sale or other disposition of all or any
part of the assets of the Business, other than inventory in the
ordinary course of business (whether by merger, reorganization,
recapitalization, liquidation or otherwise) with any other party
(an "Acquisition Proposal") or provide any information to any
other party regarding the Business other than information which
is traditionally provided in the regular course of its business
operations to third parties where OS and its officers, directors,
agents and affiliates have no reason to believe that such
information may be utilized to evaluate an Acquisition Proposal.
OS and its officers, directors and affiliates (a) do not have any
agreement, arrangement or understanding with respect to any
Acquisition Proposal, (b) will cease and cause to be terminated
any and all discussions with third parties regarding any
Acquisition Proposal and (c) will promptly notify AII if any
Acquisition Proposal, or any inquiry or contact with any person
or entity with respect thereto, is made. Notwithstanding the
foregoing, OS' Board of Directors may respond to unsolicited
inquiries or proposals that it determines in exercising its
fiduciary duties could, if consummated, reasonably be expected to
be in the best interests of OS and its shareholders (it being
understood that the foregoing shall in no way limit AII's right
to expense reimbursement pursuant to Section 3 above).
5. Miscellaneous. Except for paragraphs 3 and 4 of this
letter which shall be binding upon the parties hereto, this
letter is not intended to be a binding agreement between the
parties hereto and the parties hereby agree and acknowledge that
neither OS nor AII shall be so bound unless and until a
definitive purchase agreement has been executed with respect to
this proposed transaction. This letter may be executed in two or
more counterparts.
If you are in agreement with the terms of this proposal
letter, please sign in the space provided below and return a
signed copy on or prior to October 3, 1994. If this proposal
letter has not been accepted prior to such date, this proposal
letter will terminate and be of no further force or effect.
Very truly yours,
AUTOMOTIVE INDUSTRIES, INC.
By: /s/ Scott Rued
-----------------------
Its: /s/ Vice President
----------------------
Agreed and Accepted:
O'SULLIVAN CORPORATION
By: /s/ James T. Holland
-----------------------------
Its: /s/ President 10/3/94
---------------------------
