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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 22, 1994
ADIA SERVICES, INC.
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(Exact name of Registrant as specified in its Charter)
DELAWARE
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(State or other jurisdication of incorporation)
0-13195 94-2933186
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(Commission file Number) (IRS Employer Identification No.)
Registrant's Telephone number, including Area Code: (415) 324-0696
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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On March 22, 1994, the Registrant received a merger proposal from Adia S.A.
("ASA"), whereby ASA would acquire all the outstanding common shares of the
Registrant which it does not currently own. ASA owns, through its wholly-owned
subsidiary, Adia Holdings Incorporated ("AHI"), 4,632,348 shares of the
Registrant's common stock and 5,600,000 shares (100%) of the Registrant's Class
B common stock, which together represent 81.4% of the Registrant's outstanding
shares. Based upon the higher voting power of the Class B common stock, ASA
controls 96.3% of the votes.
In the proposed merger, eight shares of common stock of the Registrant
would be exchanged for one share of ASA stock and $112.00 in cash. The
Registrant's special committee of outside Directors is presently reviewing the
merger proposal. ASA will submit the necessary increase in its authorized stock
to its shareholders for approval at ASA's Annual Meeting on April 21, 1994 in
Lausanne, Switzerland.
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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.
ADIA SERVICES, INC.
By: /s/ JON H. ROWBERRY
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Jon H. Rowberry
Senior Vice President,
Chief Financial Officer
and Director
Dated: March 29, 1994
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