As filed with the Securities and Exchange Commission on March 3,1995
___________________________________________ File No. 0-14227
THE SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8K
AMENDMENT TO APPLICATION OR REPORT
Field Pursuant to Section 12, 13, or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
THE SOMERSET GROUP, INC.
(Exact name of registrant as specified in its charter)
AMENDMENT NO. 1
The undersigned registrant hereby amends its Current Report (Form
8-K), filed on March 3, 1995, under File No. 0-14227, to include
the required financial statements, which were not originally
filed on March 3, 1995, pursuant to Item 7(a) (4) of the rules
for Form 8-K. Such financial statements are incorporated herein
as Item 7.
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.
THE SOMERSET GROUP, INC.
By: /s/ Joseph M. Richter Date: May 3, 1995
Joseph M. Richter
Executive Vice President, Finance
CFO and Treasurer
/s/ Ruth E. O'Neil Date: May 3, 1995
Ruth E. O'Neil
Assistant Secretary
Item 2. Acquisition or Disposition of Assets
The Somerset Group, Inc., the Registrant, on February 20,
1995, entered into an agreement with Fabcon, Incorporated (a
Minnesota corporation), for the sale by the registrant of the
assets of two of its operating divisions that manufacture
precast, prestressed, hollow-core concrete planks. The divisions
do business under the d/b/a/ names of Span-Deck of Indiana,
located in Westfield Indiana, and American Precast Concrete,-
Ohio, located in Grove City, Ohio.
The sale is subject to shareholder approval, and the
Shareholders meeting is scheduled for April 27, 1995.
Definitive proxy statement material detailing the transaction,
will be provided all shareholders 30 days prior to the meeting.
(a) Description of assets and business involved
Description of business involved:
The business consists of two (2) manufacturing plants,
that manufacture precast/prestressed hollow-cored concrete
planks as well as solid, insulated wall panels that are
incorporated into new structures, as exterior wall panels
and flooring systems.
(b) Description of assets involved:
All of the operating assets of the two locations used
directly or indirectly in the manufacturing process and
other assets associated with selling, delivering, and
installing the products manufactured at the location. The
assets listed below are included in the sale:
(I) raw materials inventories, work in process inventory,
and supplies
(II) all land, buildings, machinery, equipment, vehicles,
and leasehold improvements.
(III) unbilled accounts receivable for contracts in
progress
(IV) all computers and other office equipment, office
furniture, and office supplies.
(V) all deposits and other prepaid expense items to the
extent that the benefit therefrom can be assigned to
Buyer;
(VI) all know-how, technical processes, formulae, trade
secrets, and any and all proprietary information
relating to the business;
(VII) any and all rights and obligations under contracts,
for the future manufacture and installation of
products;
Excluded Assets.
The following specific assets of the divisions are
excluded from the assets sold:
(I) Registrant's cash, including bank deposits,
marketable securities, and other cash equivalents;
(II) all assets associated with the operating of a third
facility of the registrant located in Indianapolis,
Indiana;
(III) Accounts receivable for contracts completed prior to
the closing date;
(IV) any intra-company receivables and charges owed to
the divisions and any notes, receivables, and
advances owed to the Registrant by any of its
shareholders, directors, employees, or affiliates,
other than normal employee advances in the ordinary
course of business;
(V) any tax refunds to which Registrant may be entitled;
(VI) any prepaid items, the benefits of which cannot be
assigned to Buyer;
(VII) any books and records of Registrant, originals of
which Registrant is required to maintain under
applicable laws.
(b) Nature and amount of consideration
Consideration to be received by the Registrant is cash in
the amount of $5,000,000, plus cash equal to the computed
value at the date of closing of the in-process inventory
and construction in process-unbilled accounts receivable.
(Total gross consideration of the sale is estimated to be
$5.9 million, and the collection of current assets minus
current liabilities excluded from the sale is estimated to
be an additional $1.8 million.
(c) Identity of Buyer
Fabcon, Incorporated
6111 West Highway 13
Savage, Minnesota 55378
A relationship exists between buyer and seller as Seller
is a licensee and Buyer is a Licensor for the production
and marketing of products under patents and/or trademarks
owned by Buyer.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
The information required by Item 7 is incorporated herein
by reference to the Registrant's DEFINITIVE PROXY
STATEMENT , filed April 14, 1995, under the heading
FINANCIAL STATEMENTS AND OTHER INFORMATION, contained on
page 22, and the UNAUDITED PRO FORMA CONSOLIDATED
FINANCIAL INFORMATION, contained on pages 23 through 29.
Items 1,3,4,5, and 6 are not applicable to this Form 8-K.
Signatures
Pursuant to the requirements of the Securities and
Exchange Act of 1934, the registrant has duly caused these
financial statements filed with Form 8-K previously filed,
to be signed on its behalf by the undersigned hereunto
duly authorized.
THE SOMERSET GROUP, INC.
By: /s/ Joseph M. Richter Date May 3, 1995
Joseph M. Richter
Executive Vice President
Finance CFO and Treasurer
By: /s/ Ruth E. O'Neil Date May 3, 1995
Ruth E. O'Neil
Assistant Secretary
