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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): August 11, 2000
Commission File Number 33-4734-D
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GRAND ADVENTURES TOUR & TRAVEL PUBLISHING CORPORATION
(Exact name of registrant as specified in charter)
DELAWARE 93-0950786
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
211 EAST 7TH STREET, 11TH FLOOR, AUSTIN, TEXAS 78701
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (512) 391-2000
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ITEM 2 - ACQUISITION OF ASSETS OF LAWSON INTERNATIONAL TRAVEL SERVICES LIMITED
On August 11, 2000, the Company substantially completed the purchase of certain
assets and the business of Lawson International Travel Services ("Lawson") of
London, England. The acquired assets include:
a) Furniture, fixtures, and call center equipment located in Lawson's
offices in Hampton Hill.
b) Intellectual property rights
c) Goodwill
d) Client records
e) Supplier contracts
The principal terms of the purchase are:
(a) Payment in cash at closing of approximately $600,000 to Lawson.
(b) Issuance of 32,000 shares of the Company's common stock to Lawson.
(c) Execution of an ongoing consulting agreement with Lawson for 60 months
at a minimum of $14,600 per month and a maximum of $24,000 per month.
(d) A grant of an option to Lawson to purchase an additional 32,000 shares
of the Company's common stock at $5.00 per share for five years.
The purchase agreement is stated in terms of British Pounds Sterling which have
been converted at the rate of $1.50 to (pound)1.00. Since the exchange rate
fluctuates, the dollar equivalent of the deferred payments will vary over the
term of the contract.
The funds for the acquisition were provided by the issuance of a $1,000,000,
four year, convertible debenture at 8 percent interest to Renaissance Capital of
Dallas, Texas. The debenture is convertible to the Company's common stock at the
rate of one share for each $3.10.
Lawson is the largest interline travel company in Europe and has a business
model substantially the same as the Company's. In 1999, Lawson had approximately
$12 million in hotel and resort sales. The transaction is subject to final
regulatory approval.
The acquisition will be accounted for as a purchase.
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.
Date: August 31, 2000 Grand Adventures Tour & Travel Publishing Corporation
Registrant
/s/ Robert R. Roe
Vice President and Chief Financial Officer
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