SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report: July 30, 1996
(Date of earliest event reported)
UNICO, INC.
(exact name or registrant as specified its Charter)
New Mexico
(state or other jurisdiction of incorporation)
0-14973
(Commission file number)
85-0270072
(IRS Employer Identification Number)
1921 Bloomfield Boulevard
Farmington, New Mexico 87401
(Address of Principal Executive Offices, including zip code)
505-326-2668
(Registrant's Telephone Number, including area code)
<PAGE>
Item 5. Other Events.
Unico, Inc. ("Unico") has entered into a Agreement and Plan of Merger
dated July 30, 1996 (the "Merger Agreement") with Chatfield Dean & Co., Inc.,
a privately held Colorado corporation ("Chatfield") engaged in the brokerage
and investment banking businesses. Pursuant to the Merger Agreement, (1)
Unico will merge "Chatfield Acquisition Corporation," a Colorado corporation
wholly owned by Unico, with and into Chatfield in consideration of the
issuance of certain capital stock of Unico in favor of Chatfield shareholders;
(2) Chatfield Acquisition Corporation will cease to exist and Chatfield (the
"Surviving Corporation") will become a wholly-owned subsidiary of Unico; (3)
the current directors and officers of Unico and Chatfield Acquisition
Corporation will resign, except for Mr. William N. Hagler ("Hagler"), who will
remain a director of the post-Merger Unico; and (4) the directors designated
by Chatfield will be nominated to the Board of Directors of Unico.
The Merger is intended to qualify as a tax-free reorganization within
the meaning of Section 368(a)(1)(A) and Section 368(a)(2)(E) of the Internal
Revenue Code of 1986, as amended, and the regulations promulgated thereunder,
and is expected to close before the end of 1996.
The Merger Agreement contemplates the following share exchanges and
issuances:
(1) Each share of the capital stock of Unico issued and outstanding
prior to the date and time when the Merger shall become effective (the
"Effective Time") shall remain outstanding and shall be unchanged after the
Merger.
(2) Each holder of Unico common stock, par value $.20 (the "Unico
Common Stock"), issued and outstanding prior to the Effective Time shall be
entitled to receive three Unico warrants for each share of Unico Common Stock
held: one Unico warrant evidencing the right to purchase .3 (three-tenths) of
a share of Unico Common Stock (the "Unico Three Year Warrant"), a second Unico
warrant evidencing the right to purchase .4 (four-tenths) of a share of Unico
Common Stock (the "Unico Four Year Warrant"), and a third Unico warrant
evidencing the right to purchase .5 (five-tenths) of a share of Unico Common
Stock (the "Unico Five Year Warrant"), for each share of Unico Common Stock
held.
(a) the Unico Three Year Warrants may be exercised until the third
anniversary of the Effective Time, at an exercise price of $4.00
per full share of Unico Common Stock ($1.20 per .3 (three-tenths)
of a share of Unico Common Stock);
<PAGE>
(b) the Unico Four Year Warrant may be exercised until the fourth
anniversary of the Effective Time, at an exercise price of $4.85
per full share of Unico Common Stock ($1.94 per .4 (four-tenths)
share of Unico Common Stock); and
(c) the Unico Five Year Warrant may be exercised until the fifth
anniversary of the Effective Time, at an exercise price of $5.70
per full share of Unico Common Stock ($2.85 per .5 (five-tenths)
share of Unico Common Stock).
(3) Each share of Chatfield common stock, no par value (the "Chatfield
Common Stock"), issued and outstanding at the Effective Time (other than
treasury shares which will be cancelled) shall be exchanged for and converted
into .75 shares of Unico Common Stock for each one (1) share of Chatfield
Common Stock surrendered.
(4) Each share of Chatfield Common Stock issued and outstanding under
Chatfield's employee stock bonus plan (the "Chatfield Plan Common Stock") at
the Effective Time shall be exchanged for and converted into .5 shares of
Unico Common Stock for each one (1) share of Chatfield Plan Common Stock
surrendered.
(5) Each share of Chatfield Series A 7% cumulative preferred stock
(the "Chatfield Series A Stock") and each share of Chatfield Series B
preferred stock (the "Chatfield Series B Stock") issued and outstanding at the
Effective Time shall be exchanged for and converted into 2.66 shares of newly
issued Unico Series A preferred stock (the "Unico Series A Stock") for each
one (1) share of Chatfield Series A Stock or Chatfield Series B Stock
surrendered. Each share of Unico Series A Stock shall be convertible into one
(1) share of Unico Common Stock, provided, however, that each holder of Unico
Series A Stock issued and outstanding at the Effective Time who surrenders
Unico Series A Stock for conversion into Unico Common Stock within sixty (60)
days following the Effective Time, shall be entitled to receive one and one-
quarter (1.25) shares of Unico Common Stock for each share of Unico Series A
Stock surrendered.
(6) Each share of capital stock of Chatfield Acquisition Corporation
outstanding immediately at the Effective Time shall be exchanged for and
converted into one (1) share of common stock of the Surviving Corporation.
<PAGE>
The Merger Agreement also requires the following material conditions to
be satisfied before the Effective Time:
(1) Unico will, in cooperation with Chatfield, prepare and file with
the Securities and Exchange Commission ("SEC") a proxy statement in connection
with the Merger (the "Proxy Statement") and related transactions contemplated
thereby (which Proxy Statement shall be combined with a registration statement
on Form S-4), and will use its best efforts to respond to the comments of the
SEC in connection therewith, furnish all information required and have such
filings approved and declared effective by the SEC.
(2) the Merger Agreement, the Merger and the post-Merger name change of
Unico to "Chatfield Dean Holdings, Inc." shall have been approved and adopted
by the requisite vote or consent of the shareholders of each of Chatfield and
Unico in accordance with applicable law.
(3) Unico shall have completed the divestiture of its subsidiaries,
Intermountain Refining Co. Inc. and Intermountain Chemical and Gas
Technologies Group Inc., by distribution to current Unico shareholders and/or
employees, sale to third parties or otherwise, so that none of such entities
shall constitute a subsidiary of Unico at the Effective Time.
(4) Unico shall have authorized, and its shareholders shall have
approved, an increase in the authorized Unico Common Stock to 20,000,000
shares, $.20 par value.
After giving effect to the Merger, Chatfield shareholders will, on a
fully-diluted basis, hold approximately 83% of the post-Merger Unico and
current Unico shareholders will hold approximately 17% of the post-Merger
Unico. The post-Merger Unico will become the holding company for Chatfield's
various financial services businesses.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit 99 Press Release dated July 31,1996 announcing signing of
definitive merger agreement.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15d of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized:
UNICO, INC
August 12, 1996
By William N. Hagler
William N. Hagler, President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
By: William N. Hagler Date: August 12, 1996
William N. Hagler, President,
Director and Chief Executive
Officer
By: Rick L. Hurt Date: August 12, 1996
Rick L. Hurt, Controller,
Secretary, Treasurer,
Director, and Chief Financial
Officer.
<PAGE>
EXHIBITS
<PAGE>
EXHIBIT 99
FOR IMMEDIATE RELEASE
Denver July 31, 1996:
UNICO, Inc. ("Unico") and Chatfield Dean & Co., Inc. ("Chatfield") announced
today they have entered into a definitive merger agreement wherein Chatfield
will become a wholly owned subsidiary of Unico. The merger is designed to
qualify as a tax free reorganization. Unico, headquartered in Farmington, New
Mexico, is a publicly traded company on NASDAQ under the symbol UNRC. It is
primarily engaged in energy related businesses. Chatfield is a privately
owned nationwide full service investment banking firm headquartered in
Greenwood Village, Colorado with operations in retail and institutional
brokerage, as well as investment and merchant banking. After the merger it
is anticipated that Unico will change its name to Chatfield Dean Holdings, Inc.
Approximately 4.8 million shares of Unico will be issued for all the issued
and outstanding shares of Chatfield (assuming all of the outstanding
convertible preferred stock in Chatfield is converted). After the merger is
completed, approximately 5.8 million shares of Unico will be outstanding on a
fully diluted basis. Details of the merger terms will be made available
on a Form 8-K to be filed by Unico with the SEC.
Closing of the transaction is subject to a registration statement to be filed
with the SEC becoming effective and approval by the shareholders of both
companies. The entire process is expected to be completed within four months.
For more information please contact:
At Unico:
William N. Hagler
505-326-2668
At Chatfield Dean:
Kenneth L. Greenberg
303-740-0006
