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): December 8, 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") announced that it
had executed a non-binding letter of intent with BigPros, Inc. ("BigPros")
pursuant to which the Company and BigPros agreed to pursue a transaction
involving the combination of the Company and BigPros. The Company also stated,
however, that there could be no assurance that the transaction contemplated by
the letter of intent would be completed, in part because the Company and BigPros
had not yet negotiated and executed a definitive agreement.
After the execution of the letter of intent, the Company and BigPros
entered into extensive negotiations in an effort to complete the transaction
contemplated by the letter of intent. As a result of these negotiations, on
October 6, 2000, the Company and BigPros, along with other parties, entered into
an Agreement and Plan of Merger (the "Merger Agreement"). The Merger Agreement,
as amended, provided for the deposit into escrow of the consideration for the
merger on or before November 28, 2000. The amended Merger Agreement also allowed
the Company to terminate the Merger Agreement unilaterally on November 30, 2000,
if the merger consideration was not deposited in escrow on or before the
November 28, 2000, deadline.
The merger consideration was not deposited in escrow on or before November
28, 2000. Moreover, the Company had no reasonable basis to believe that the
merger consideration would be deposited in escrow within a reasonable period of
time. As a result, on December 8, 2000, the Company notified BigPros and the
others involved in the transaction that the Company had exercised its right to
terminate the Merger Agreement, effective immediately. As a result, although the
Company has not foreclosed the possibility of entering into a transaction with
BigPros at some point in the future, the Company is not currently pursuing the
transaction contemplated by the July 17, 2000 letter of intent.
Safe Harbor Statement: Statements in this release which relate to other
than strictly historical facts, including statements regarding the possibility
of a renewal of negotiations between the Company and BigPros, 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.
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: December 15, 2000 By /s/ Robert M. Feldman
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Robert M. Feldman
President
