SECURITY 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):
March 3, 1995
THE SOMERSET GROUP, INC.
(Exact name of registrant as specified in its charter)
Indiana 0-14227 35-1647888
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
135 N. Pennsylvania Street, #2800, Indianapolis, IN 46204
(Address of principal executive offices)
Registrant's telephone number: (317) 351-7077
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.
It is impractical to provide the required financial statements at
the time of this report on Form 8-K. Such financial statements will be
filed as soon as practical, but not later than 60 days from the date of
this Form 8-K as provided in Item 7(a) (4) of the rules for Form 8-K.
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.
Date:March 3, 1995 By: /s/ Joseph M. Richter
Joseph M. Richter
Executive Vice President,
Finance CFO and treasurer
Date:March 3, 1995 By: /s/ Ruth E. O'Neil
Ruth E. O'Neil
Assistant Secretary
