TRANS LEASING INTERNATIONAL INC
8-K, 1997-12-24
FINANCE LESSORS
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    Form 8-K

              Current Report Pursuant to Section 13 or 15(d) or
                           The Securities Act of 1934


Date of Report (date of earliest event reported)    December 11, 1997



                           TLI LIQUIDATING CORPORATION
             (Exact name of registrant as specified in its charter)


      Delaware                                             Applied for
      (State or other          (Commission               (IRS Employer
      jurisdiction of           File Number)              Identification No.)
      Incorporation)


                       361 Park Avenue, Glencoe, IL 60022
                   (Address of principal executive Office)


Registrant's telephone number, including area code   847-835-5350



TRANS LEASING INTERNATINOAL,  INC., 570 Lake Cook Road, Suite 200, Deerfield, IL
60015
        (Former name or former address, if changed since last report)










<PAGE>







      Item 2.Acquisition or Disposition of Assets.

             On  December  11,  1997,  the  sale  of  substantially  all  of the
      Registrant's  business and assets to General Electric Capital  Corporation
      was  consummated.  The terms and effects of such transaction are described
      in the Registrant's  definitive Information Statement with respect to such
      transaction  filed with the  Commission  under Schedule 14C on November 5,
      1997, which is hereby incorporated by reference.

      Item 7.Financial Statements and Exhibits.

             (b) Pro Forma financial information.

             At Closing,  following  the transfer of the assets to be sold,  the
      Company's pro forma  consolidated  financial  condition  will comprise the
      following.

             Cash or gross  proceeds  equal to the sum of (I)  $46,082,009;  and
      (ii) an amount  representing the Company's  accrued employee  expenses for
      payroll, bonuses, commissions,  vacation, tuition reimbursement,  FICA and
      Medicare.

             Liabilities for accrued employee  expenses  incurred by the Company
      up to the time of Closing.

             Net  proceeds  available  to  stockholders  and to pay for expenses
      noted below incurred after the Closing equal to $46,082,009.

             Pro forma  expenses  after Closing  include  severance  payments of
      $1,105,000  as  described  in "The  Proposed  Sale -  Interest  of Certain
      Persons in the Proposed  Sale" and premium  expenses  related to directors
      and officers  liability  insurance of $173,000.  After Closing the Company
      expects  to  distribute  approximately  $3,914,000  to  holders  of vested
      employee  stock  options and  director  warrants  not yet  exercised.  The
      remaining net cash represents  approximately  $10.00 per share and will be
      distributed to stockholders through a liquidating dividend in 1998.

             Pursuant to the  requirements  of the  Securities  Exchange  Act of
      1934,  the  Registrant  has duly  caused  this  report to be signed by the
      undersigned hereunto duly authorized.

                                          TLII LIQUIDATING CORPORATION


                                          By          /s/MICHAEL HEYMAN
                                                      Michael Heyman
                                                      President


      December 11, 1997






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