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): July 17, 2000
HEALTH & LEISURE, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 0-15807 31-1190725
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(State or other jurisdiction of Commission (IRS Employer
incorporation) File Number) Identification No.)
203 East Broad Street, Columbus, Ohio 43215
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (614) 228-2225
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Item 5 Other Events
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On July 17, 2000, Health & Leisure, Inc. (the "Company") issued a press
release announcing that it has executed a non-binding letter of intent with
BigPros, Inc. ("BigPros"). Pursuant to the letter of intent, the Company and
BigPros will be combined in a transaction in which the stockholders of BigPros
will contribute all of their BigPros stock to the Company in exchange for a
controlling interest in the Company. There can be no assurance that the
transaction contemplated by the letter of intent will be completed, since the
transaction remains subject to the negotiation and execution of a definitive
agreement and the receipt of all necessary consents and approvals.
Item 7 Financial Statements and Exhibits
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(c) The following documents related to the execution of a letter of intent
with BigPros, Inc. are being filed as an exhibit to this Form 8-K:
Exhibit
No. Description of Exhibit
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99 Press release dated July 17, 2000, announcing the execution of a let-
ter of intent with BigPros, Inc.
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.
HEALTH & LEISURE, INC.
Date: July 17, 2000 By /s/ Robert M. Feldman
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Robert M. Feldman
President
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EXHIBIT INDEX
Exhibit
No. Description of Exhibit
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99 Press release dated July 17, 2000, announcing the execution of a let-
ter of intent with BigPros, Inc.
<PAGE>
Exhibit 99
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Health & Leisure, Inc. enters into Letter of Intent to acquire BigPros, Inc.
Columbus, Ohio -- July 17, 2000
Health & Leisure, Inc. (HLLS -- OTC Bulletin Board) announced today that it
has entered into a non-binding letter of intent with BigPros, Inc., pursuant to
which Health & Leisure will acquire BigPros and the stockholders of BigPros will
take control of Health & Leisure. The letter of intent contemplates that the
stockholders of BigPros will contribute all of their BigPros stock to Health &
Leisure, Inc. in exchange for a substantial controlling interest in Health &
Leisure, Inc. The transaction is subject to a number of conditions, including
negotiation of a binding agreement. There can be no assurance that the
transaction will be completed.
Health & Leisure, Inc. is a public company, but since it disposed of its
business operations several years ago it has been searching for an operating
company with which it could combine. BigPros is an internet company that
develops, publishes and hosts online websites for professional athletes. Robert
Feldman, president of Health & Leisure, Inc. stated, "I am excited about the
opportunity this transaction presents for the Health & Leisure shareholders to
become involved with BigPros." Thomas Carmody, chairman of BigPros stated,
"Completion of this transaction with Health & Leisure, Inc. should improve
BigPros' and its shareholders' access to capital markets and to shareholder
liquidity that otherwise may not be available in a private company." BigPros web
site is located at http://www.bigpros.com.
Safe Harbor Statement: Statements in this release which relate to other
than strictly historical facts, including statements about expectations
regarding the proposed transaction or expected benefits are forward-looking
statements. Investors are cautioned that such statements involve risks and
uncertainties that could cause actual results to differ materially from
historical or anticipated results due to many factors. Health & Leisure Inc.
undertakes no obligations to publicly update or revise such statements.
