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): November 2, 1995
PLASTI-LINE, INC.
(Exact name of registrant as specified in its charter)
Tennessee
(State or other jurisdiction of incorporation)
0-15214
(Commission File Number)
62-1218546
(IRS Employer Identification Number)
623 East Emory Road
Knoxville, Tennessee 37950
(Address of Principal Executive Offices)
(423) 938-1511
(Registrant's telephone number, including area code)
None
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 2. Acquisition or Disposition of Assets.
On November 2, 1995, CM Acquisition Corp., a wholly owned subsidiary of
Plasti-Line, Inc. ("Plasti-Line"), purchased certain assets (the
"Assets") of Carter-Miot Engineering Company, Inc. ("Carter-Miot"), as
described in the Bill of Sale dated November 2, 1995 and filed as an exhibit
hereto. CM Acquisition Corp., a Georgia corporation which was formed on
November 1, 1995 for the purpose of making this acquisition, purchased the
Assets for a total of $4,450,000 cash. CM Acquisition Corp. purchased the
Assets from Carolina First Bank ("Carolina"), which had acquired the Assets
from Carter-Miot pursuant to a Voluntary Surrender and Authorization to
Dispose of Property.
The purchase price for the Assets was determined by open bids submitted
to Carolina in response to a Notice of Sale posted by Carolina on October 27,
1995.
Carter-Miot used the Assets, which include, without limitation, property,
plant and equipment and other physical property, in its business of designing,
manufacturing and installing commercial signs. Plasti-Line intends for CM
Acquisition Corp. to continue using the Assets for this purpose.
Plasti-Line issued a press release on November 2, 1995 with respect to
the acquisition, a copy of which is filed as an exhibit hereto.
On November 9, 1995 the Board of Directors of CM Acquisition Corporation
resolved that the Corporation's Articles of Incorporation be amended by
deleting Article One in its entirety and by substituting a new Article One in
its place to read as follows:
ARTICLE ONE
Name
The name of the corporation is Carter-Miot, Inc.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements:
Plasti-Line has determined that it is impracticable to provide with this
Report the required financial statements of Carter-Miot prepared in accordance
with Regulation S-X. Plasti-Line will file the required financial statements
by amendment to this Report as soon as practicable but in no event later than
60 days from the date this Current Report on Form 8-K is filed (November 15,
1995).
(b) Pro Forma Financial Information:
Plasti-Line has determined that it is impracticable to provide with this
Report the required pro forma financial information. Plasti-Line will file
such pro forma financial information by amendment to this Report as soon as
practicable but in no event later than 60 days from the date this Current
Report on Form 8-K is filed (November 15, 1995).
(c) Exhibits:
Exhibit No. Description
2 Bill of sale executed by Carolina First Bank
dated November 2, 1995
99 Press Release dated November 2, 1995
<PAGE>
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.
Plasti-Line,Inc.
(Registrant)
Date: November 15, 1995 By: [S] Mark J. Deuschle
Mark J. Deuschle
Vice President of Finance,
Treasurer, and Secretary
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
___________
Exhibits
TO
CURRENT REPORT
ON
FORM 8-K
Dated November 15, 1995
Plasti-Line, Inc.
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
2 Bill of sale executed by Carolina First Bank
dated November 2, 1995
99 Press Release dated November 2, 1995
<PAGE>
EXHIBIT 2
<PAGE>
STATE OF SOUTH CAROLINA )
) BILL OF SALE
COUNTY OF RICHLAND )
KNOW ALL MEN BY THESE PRESENTS, that the undersigned,
Carolina First Bank ("Carolina"), pursuant to that Notice of Sale posted
October 27, 1995, for and in consideration of payment by CM Acquisition Corp.
("Buyer") of the sum of Four Million Four Hundred Fifty Thousand and No/100
($4,450,000) Dollars, the receipt and sufficiency of which is hereby
acknowledged, does hereby grant, sell, transfer, assign, deliver and convey
unto Buyer the items ("Items") described on Exhibit A attached hereto.
Carolina hereby warrants and represents to Buyer that:
1. Said Items were voluntarily surrendered to Carolina by
Carter-Miot Engineering Company, Inc. pursuant to a Voluntary Surrender and
Authorization to Dispose of Property.
2. Carolina has a perfected first security interest in the Items
pursuant to the terms of a Revolving Credit, Term Loan and Security Agreement
dated September 15, 1993, and other loan documents which perfection is by
UCC Financing Statements filed with the south Carolina Secretary of State on
September 19, 1993 (No. 113032A) and April 8, 1994 (No. 142215A), a
Financing Statement filed with the Richland County RMC Office on September
15, 1993 (No. 4035).
3. The perfected security interest of Carolina as to the Items is
a first security interest except as to property described in numbers 1, 4,
and 9 on Exhibit B, which are not hereby conveyed to Buyer.
4. This sales is pursuant to Sections 36-9-503 (Secured party's
right to take possession after default), 36-9-504 (Secured party's right to
dispose of collateral after default, effect of disposition), and 36-9-601,
et seq. (Public sale procedures), South Carolina Code of Laws, 1976, As
Amended.
5. This sale, as allowed by Section 4 above, transfers to Buyer
the title and rights of Carter in said Items free and clear of the security
interest of Carolina and any and all other security interests or liens of
record with the South Carolina Secretary of State or Richland County RMC
Office of RMC, South Carolina.
BUYER TAKES TITLE TO THE ITEMS "AS IS", "WHERE IS", AND
CAROLINA MAKES NO REPRESENTATIONS OR WARRANTIES,
EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, CONDITION,
QUANTITY, VALUE OR FITNESS OF THE ITEMS HEREWITH
CONVEYED.
It is the intent of the undersigned that title to the Items described herein
shall pass to Buyer immediately upon the signing of this Bill of Sale.
IN WITNESS WHEREOF the undersigned Carolina First has
caused these presents to be executed this 2nd day of November, 1995.
SIGNED, SEALED & DELIVERED CAROLINA FIRST BANK
In The Presence Of:
[S] Deborah G. Adkins By: [S] F. Justin Strickland
Its: Senior Vice President
EXHIBIT A
ITEMS
1. Receivables. All of Carter's accounts, contract rights, instruments,
documents, chattel paper, general intangibles relating to accounts, drafts and
acceptances, and all other forms of obligations owing to Carter arising out of
or in connection with the sale or lease of Inventory or the rendition of
services, all guarantees and other security therefor, whether secured or
unsecured hereunder.
2. Equipment. All of Carter's goods (excluding Inventory) now owned and
wherever located including, without limitation, all equipment, machinery,
motor vehicles, fittings, furniture, furnishings, fixtures, parts,
accessories, and all replacements and substitutions therefor or accessions
thereto.
3. General Intangibles. All of Carter's general intangibles, whether now
owned or hereafter acquired including, without limitation, all choses in
action, causes of action, corporate or other business records, inventions,
designs, patents, patent applications, equipment formulations, manufacturing
procedures, quality control procedures, trademarks, trade secrets, goodwill,
copyrights, registrations, licenses, franchises, customer lists, computer
programs, all claims under guaranties, security interests, or other security
held by or granted to Carter to secure payment of any of the Receivables,
all rights of indemnification and all other intangible property of every kind
and nature other than Receivables. The foregoing notwithstanding, no
representation as to perfection or the existence of other liens is made as to
patents, patent applications, trademarks, copyrights, and registrations.
4. Inventory. All of Carter's now owned goods, merchandise and other
personal property, wherever located, to be furnished under any contract of
service or held for sale or lease, all raw materials, work in process,
finished goods and materials and supplies of any kind, nature or description
which are or might be used or consumed in Carter's business or used in
selling or furnishing such goods, merchandise, and other personal property,
and all documents of title or other documents representing them.
5. Miscellaneous -
a. All of Carter's right, title, and interest in and to (I) its goods and
other property including, but not limited to all merchandise returned or
rejected by customers, relating to or securing any of the Receivables; (ii)
all of Carter's rights as a consignor, a consignee, an unpaid vendor,
mechanic, artisan, or other lienor, including stoppage in transit, setoff,
detinue,replevin, reclamation and repurchase; (iii) all additional amounts
due to Carter from any customer relating to the Receivables; (iv) other
property, including warranty claims, relating to any goods; (v) all of the
Carter's contract rights (with the exception of any rights as a tenant or
lessee under real property leases), rights of payment which have been earned
under a contract right, instruments, documents, chattel paper, and warehouse
receipts; and (vi) all real and personal property of third parties in
which Carter has been granted a lien or security interest as security for the
payment or enforcement of Receivables; and
b. All of Carter's books, records, documents, in whatever form relating
to the above.
c. All of Carter's notes and advances receivable from employees.
d. All rights of Carter to all life insurance policies, including the cash
surrender value, on the life of any employee.
e. All prepaid expenses and deposits.
f. All chattel paper, security agreements or documents of Carter.
<TABLE>
CARTER-MIOT ENGINEERING COMPANY, INC.
UCC FILINGS - SECRETARY OF STATE
October 20, 1995
<CAPTION>
<S> <C> <C> <C>
Date of Filing Filing No. Secured Party Collateral
1. May 15, 1991 024144 Toyota Motor Sales Lexus signs, parts and raw
materials
2.*Ju. __, 1991 91-011874/ Palmetto Rental & GA5000 Package, including
91-011875 Leasing, Inc. scanner option front
(Assigned C&S National designer, etc., system
Bank) Serial No. 530230
3.*Jun. 8, 1992 026979 C&S Bank Press brake, or compressors
computer and software,
telephone system, sprinkler
system, paint spray booths,
office furniture
4. Jun. 8, 1992 026930 Caterpillar Financial V50D Lift Truck - Serial
Number 3EC08076
5.*Dec. 2, 1992 091854A NationsBank of South All assets
Carolina
6. Sep.15, 1993 113032A Carolina First Bank All assets
7. Apr. 8, 1994 142215A Carolina First Bank Accounts, instrument
documents, chattel paper
and Mercedes Benz contract
8.*Nov.16, 1994 115343A Machine Tool Assoc. LVD JS25/13 Hydraulic Shear
and LVD 110JS13 Hydraulic
Press Break
9. May 4, 1994 105612A TriCon Capital Corp. AXYZ6000 - Cutter S/N
60094127 - flatbed CNC
router table with Perske HP
spindle, mister, ToolPath
Software
* Removed of Record
</TABLE>
EXHIBIT 99
PLASTI-LINE, INC. ANNOUNCES PURCHASE OF
ASSETS OF CARTER-MIOT ENGINEERING CO., INC.
Knoxville, Tennessee
November 2, 1995
Plasti-Line, Inc. today announced that is has purchased the assets and
business of Carter-Miot Engineering Co., Inc.
Commenting on the proposed acquisition, James R. Martin, Chairman of the
Board and Chief Executive Officer of Plasti-Line stated, "We are very pleased
with the prospect of adding Carter-Miot's business to Plasti-Line's current
business because the acquisition of these assets further strengthens our
position in the banking and automotive markets. Carter-Miot, based in
Columbia, South Carolina, is actively involved in the design and development,
project management and manufacturing of major corporate identification
programs for some of the best known corporations in America, including
Mercedes-Benz of North America, Ford Motor Company, American Express,
NationsBank, CitiCorp, Chase Manhattan, and Walt Disney Company.
Carter-Miot's sales for the first six months of its fiscal year ending
March 31, 1995 were 8.3 million dollars."
Mr. Martin added, "This acquisition offers Plasti-Line the potential to
increase shareholder value at what we believe is an attractive price. We
believe opportunities exist to implement meaningful cost savings in the near
term, with other planned savings to be realized over the longer term."
Plasti-Line, Inc. provides a complete range of corporate identity products and
services for the national automotive, fast food, petroleum, and banking
markets. The company has operations in East Tennessee, Northern Kentucky and
Southern California.
