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SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported): June 1, 1996
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Jack Carl/312-Futures, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-15187 36-3399452
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
200 West Adams Street, Chicago, Illinois 60606
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(Address of principal executive offices)
Registrant's telephone number, including area code: 312-407-5700
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
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(a) On June 1, 1996, the Registrant's principal wholly-owned subsidiary,
Index Futures Group, Inc. ("Index") executed an Asset Purchase and Sale
Agreement ("Agreement") with E.D.& F. Man International, Inc. ("MINC"), a unit
of E.D.& F. Man Group plc. Under the Agreement, Index has agreed to sell,
transfer and assign to MINC its business consisting of substantially all of the
futures and futures options brokerage accounts maintained by Index, together
with all positions, securities and other assets held in or for such accounts and
other agreed physical assets used in the conduct of the business as well as any
new business generated by former employees of Index who are employed by MINC as
part of the transaction ("Business"). The closing of the transaction is
presently set by the parties to be effective July 1, 1996, twenty calendar days
following the date the Registrant's definitive Information Statement describing
the transaction was first sent or given to the Registrant's shareholders.
The purchase price ("Price") payable by MINC in connection with the
transaction is based on a percentage of the Net Income (as defined) from the
Business during the 66 month period following the sale. Generally, Net Income
from the Business means an amount equal to the futures and futures options
brokerage commissions, fees and other income derived, and the net interest
income derived, from the Business, less (i) direct costs, (ii) transaction
specific production expenses and overheads allocable to the Business, and (iii)
an operational general and administrative charge as defined. Based on historic
levels of revenues as well as estimates of reductions in Index's and the
Registrant's expenses as a result of this transaction, the parties estimate that
the total Price over time will be between $10,000,000 and $20,000,000, but there
can be no assurance that the aggregate Price will be in that range.
The Price was negotiated at arms-length between the parties. Neither the
parties nor any of their respective affiliates are or have been in any material
relationship with one another. Effective as of the closing of the transaction,
Burton J. Meyer, President and a director of the Registrant will resign his
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positions at the Registrant and its subsidiaries. Mr. Meyer has entered into an
Employment Agreement with MINC under which he will be an Executive Vice
President of MINC, the President of the Jack Carl Futures Discount Brokerage
Division of MINC and will have responsibility over the Business being
transferred.
Inasmuch as substantially all of the business operations of the Registrant
are conducted by and through Index, the Registrant determined that the proposed
sale and transfer of Index's customer business requires the affirmative vote of
a majority of the Registrant's stockholders. In accordance with the
requirements of the Delaware General Corporation Law, as amended, such action
may be taken by consent, in lieu of a meeting, of a sufficient number of shares
necessary to take the action (in this case, a majority). Mr. Lee S. Casty, the
beneficial owner of 48.07% of the outstanding common stock of the Registrant
(and who acted as a finder for the Registrant for, and who will execute a non-
competition agreement with MINC as part of, this transaction) and four others,
including Mr. Meyer, President of the Registrant, beneficially owning an
aggregate of 9.75% of the outstanding shares of common stock have advised that
they intend to consent in writing to the transaction, in accordance with the
requirements of the Delaware General Corporation Law. Accordingly, the
Registrant need not and did not solicit votes or consents from the other
shareholders. However, the Registrant has provided its stockholders with a
definitive Information Statement describing the transaction in accordance with
Regulation 14C of the Commission's Rules and Regulations. Said definitive
Information Statement, heretofore electronically filed with the Commission,
together with the exhibits thereto, by this reference is incorporated in this
Form 8-K.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits
(20) (i) Notice and definitive Information Statement dated June 11, 1996
of the Registrant and Exhibits thereto heretofore electronically filed with the
Commission are hereby incorporated by reference, in accordance with Rule 12b-32.
(ii) Press Release dated June 3, 1996.
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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.
JACK CARL/312-FUTURES, INC.
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(Registrant)
Date: June 12, 1996 By: /s/ Burton J. Meyer
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Burton J. Meyer
President
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EXHIBIT 20(ii)
FOR IMMEDIATE RELEASE
INDEX FUTURES GROUP, INC. AGREES TO SELL
BROKERAGE ACTIVITIES TO E.D.& F. MAN INTERNATIONAL INC.
Chicago, Illinois (June 3, 1996) -- Index Futures Group, Inc., the
principal operating subsidiary of Jack Carl/312-Futures, Inc. (NASDAQ FUTR)
announced that it signed an agreement to sell its futures and futures options
brokerage activities to E.D.& F. Man International Inc., the U.S. futures unit
of London-based E.D.& F. Man Group plc. Specific terms were not disclosed. The
transaction will close after completion of all required corporate action,
including the dissemination by Jack Carl/312-Futures, Inc. of a definitive
Information Statement to its shareholders describing the transaction. Closing
is expected to occur in approximately thirty days.
"This transaction should provide Index and its parent with a significant
income stream over the next 5-1/2 years," said Burton J. Meyer, President of
Jack Carl/312-Futures, Inc., the parent company. "Index and its parent will
then be in the position of being able to evaluate other business opportunities
and to concentrate on the foreign exchange business," he noted.
As part of the transaction, Mr. Meyer will join E.D.& F. Man International
Inc. as an Executive Vice President and will also be President of the Jack Carl
Futures Discount Division. Certain other current Index employees will also be
employed by Man as part of the transaction.
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For Further Information Contact:
Burton J. Meyer
Jack Carl/312-Futures, Inc.
200 West Adams Street
Suite 1500
Chicago, Illinois 60606
(312) 407-5700
