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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): April 6, 1999
THE COLONEL'S INTERNATIONAL, INC.
(Exact name of registrant as specified in charter)
MICHIGAN 2-98277C 38-3262264
(State or other jurisdic- (Commission (IRS Employer
tion of incorporation) File Number) Identification No.)
620 SOUTH PLATT ROAD
MILAN, MICHIGAN 48160
(Address of principal executive offices) (Zip Code)
(734) 439-2160
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
On April 6, 1999, The Colonel's International, Inc. (the
"Company"), through its subsidiary The Colonel's, Inc., closed on the
acquisition of a parcel of real estate located at 5550 Occidental Highway,
Tecumseh, Michigan, and the buildings, improvements and certain other items
located thereon (collectively, the "Real Estate"). The Company intends to
use the Real Estate as its headquarters.
The seller of the Real Estate was Orbital Engine Company (USA),
Inc. The purchase price for the Real Estate was $4,150,000, which was
arrived at through arm's-length negotiations. Funds for the purchase price
were obtained from cash on hand. There are no material relationships
between Orbital Engine Company (USA), Inc. and the Company or any of the
Company's affiliates.
A copy of the Real Estate Sales Contract and Addendum dated March
23, 1999 is attached hereto as Exhibit 2(a). The original purchaser under
the contract was 620 Platt Road, L.L.C., a limited liability company
controlled by Donald J. Williamson, the Company's Chairman of the Board,
Chief Executive Officer and, together with his spouse, majority
shareholder. The contract was subsequently assigned by 620 Platt Road,
L.L.C. to The Colonel's.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND
EXHIBITS.
(a) Not required.
(b) Not required.
(c) Exhibits:
2(a) Real Estate Sales Contract and Addendum dated March 23,
1999.
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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 thereunto duly authorized.
Dated: April 27, 1999 THE COLONEL'S INTERNATIONAL, INC.
By /S/RICHARD S. SCHOENFELDT
Richard S. Schoenfeldt
Vice President-Finance and Chief
Financial Officer
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EXHIBIT 2(a)
RECEIPT FOR DEPOSIT AND REAL ESTATE SALE CONTRACT
March 23, 1999
TERMS OF SALE
Received from 620 Platt Road, L.L.C., hereinafter called Purchaser, the sum
of One Hundred Thousand Dollars ($100,000) evidenced by check upon
acceptance of this offer as a deposit on account of the purchase price of
Four Million One Hundred Fifty Thousand ($4,150,000) for that certain real
estate, together with all improvements thereon, situated in the Township of
Raisin, County of Lenawee, State of Michigan, and described as follows:
An approx. 332,506 sq. ft. bldg. located on approx. 150 acres, known as
5550 Occidental Highway, Tecumseh, MI 49286, together with all personal
property described on Exhibit "A" and Exhibit "B" attached. A complete
legal with survey shall be provided by Seller.
Flood Zone: No Yes (Attach Form 5230)
1. The deposit check will be held by CB Commercial Real Estate Group,
Inc. ("Broker") or any other mutually acceptable and duly authorized
escrowee to be cashed promptly upon mutual execution of the Real
Estate Sale Contract ("Contract") and placed in its trust account
until delivery of deed and the time for closing (hereinafter referred
to as the closing) and then applied as a partial payment of the
purchase price. The remainder of the purchase price shall be paid by
Purchase as follows: Cash or wire transfer of funds at closing.
2. As soon as reasonably possible following Seller's acceptance of this
Contract, Seller shall pay for and furnish Purchaser a Commitment for
Title Insurance ("Commitment") on the subject property, together with
full copies of all Exceptions set forth therein, including but not
limited to covenants, conditions, restrictions, easements, rights and
rights of way of record, assessments, liens and other matters of
record. Purchaser shall have ten (10) days after receipt of said
Commitment, together with full copies of said Exceptions, within which
to notify the Seller in writing of Purchaser's disapproval of any
Exceptions shown in said Commitment, otherwise said Commitment shall
be deemed approved. In the event of such disapproval, Seller shall
have sixty (60) days from notice of Purchaser's disapproval to
eliminate any disapproved Exception(s) from the Owner's Title Policy
to be issued in favor of Purchaser. The Owner's Title Insurance
Policy shall be a standard coverage policy in the amount of the total
purchase price and shall be paid for by Seller.
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In the event this contingency or any contingency in this Contract has
not been eliminated or satisfied within the time limits and pursuant to
the provisions herein, and unless Purchaser elects to waive the specific
contingency by written notice to the Seller, the Contract resulting from
Seller's acceptance hereof shall be deemed null and void, the deposit
shall be returned to Purchaser, and this Contract shall be cancelled.
3. The Seller shall make any payments required on existing mortgages or
deeds of trust, land contracts, or other encumbrances, until the
closing.
4. All taxes, assessments, and special assessments for completed
improvements which are due or billed in 1999 shall be paid by the
Seller.
5. Rentals, income, water bills, fuel, shall be prorated as of the
closing. Seller shall pay the cost of any stamps and real estate
transfer tax in accordance with the requirements of any lawful
authority. Any advance tenant deposits and/or security deposits shall
be credited to Purchaser.
6. Purchaser reserves the right to take title to the subject property in
a name or assignee other than shown above, provided, however, that the
exercise of such right shall not relieve Purchaser of liability
hereunder.
7. Seller warrants and represents to the best of Seller's knowledge: the
Property does not contain any hazardous substance; Seller has not
caused the release of any hazardous substance in, on, or about the
Property; the Property is not subject to any federal, state, or local
superfund lien, proceeding, claim, liability, or action, or threat or
likelihood thereof for the cleanup, removal, or remediation of any
hazardous substance in the Property, on, or about the Property; and
there is no asbestos in the Property.
Purchaser shall be entitled to interplead said earnest deposit in the
state court located in the county in which the Property is located,
subtracting therefrom Broker's reasonably attorneys' fees and costs
incurred in such interpleader action, and any commission which may be
due Broker under this contract or any other separate agreement.
Purchaser: 620 Platt Road L.L.C.
By: /s/ Donald Williamson
CB Commercial Real-Estate Group, Inc.
Licensed Real Estate Broker Title: President
By: /s/ [signature]
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The undersigned Seller hereby approves and accepts the foregoing contract
and agrees to sell the above described property under the terms and
conditions herein set forth. The Seller agrees to pay CB Commercial Real
Estate Group, Inc. the amount of 3 percent of the total consideration
provided herein as a commission for services rendered in effecting the
sale, payable at the closing. Seller shall pay to CB Commercial Real
Estate Group, Inc. one-half of any portion of the deposit herein which is
paid to Seller as liquidated damages by Purchaser provided such amount
shall not exceed the amount of the commission hereunder.
Date: March 25, 1999
Seller: Orbital Engine Company
By: /s/ Richard C. Paille
Title: Secretary
Address: 5550 Occidental Hwy
Tecumseh, MI 49286
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ADDENDUM TO REAL ESTATE PURCHASE CONTRACT
This is an Addendum to the Real Estate Purchase Contract dated Tuesday,
March 23, 1999, between 620 Platt Road, L.L.C. as Purchaser and Orbital
Engine Company (USA) Inc. as Seller (the "Contract"), concerning the
property known as 5550 Occidental, Tecumseh, Michigan 49286, as more
specifically described in the Contract.
The term "Real Estate Purchase Contract" shall be deemed to include a
Deposit Receipt, Earnest Money Contract, or any similar document.
21.) Seller shall at Seller's sole cost and expense provide Purchaser a
red steel corner stake property survey, certified to Purchaser, and
dated after the date of acceptance of this offer, prepared by a
registered Michigan land surveyor, prior to closing, indicating the
property contains no less than 150 acres, zoned light industrial and
is not located in the flood plain.
22.) All items listed on Exhibit A except items 1-2-3-4-5-6-12-14-16-17-
18-20-21-23-24-25-26-27-28 and all terms and items discribed on
Exhibit "B" attached hereto and made a part hereof, excepting items
lined out on Exhibit "A".
23.) This acceptance is contingent upon approval by th Orbital Board of
Directors within 24 hours of 10:00 AM (EST) March 25, 1999.
In the event of any conflict between the terms of this Addendum and the
Contract, the terms of this Addendum shall prevail.
Seller: Orbital Engine Company Purchaser: 620 Platt Road L.L.C.
By: /s/ Richard C. Paille By: /s/ Donald Williamson
Title: Secretary Title: President
Address: _____________________________ Address: _______________________________
______________________________________ ________________________________________
Date: ________________________________ Date: 3/23/99
