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) July 14, 1997
POPE, EVANS AND ROBBINS INCORPORATED
(Exact name of registrant as specified in its charter)
New York 1-8128
(State or other jurisdiction of (Commission File No.)
incorporation)
c/o Spilke Company, 111 West 40th Street, Room
1702, New York, NY 10018 (Address of
principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 354-6373
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ITEM 5. Other Events
On July 14, 1997, the Registrant entered into an agreement
with all of its known creditors to provide for the distribution of its remaining
assets among those creditors in proportion to the agreed amounts of their
claims. At that date, the Registrant's assets consisted of cash and other liquid
assets of approximately $1,000,000 and improved real estate in Puerto Rico owned
by a subsidiary. The agreed amount of the claims of its creditors was
$59,097,450, primarily consisting of amounts owing to holders of its 7% Senior
Notes ($49,066,687) and holders of its 13 1/2% Subordinated Debentures
($6,968,370).
On August 8, 1997, the Registrant made an initial distribution
of $900,000 to the creditors, in proportion to their agreed claims. A further
distribution of $250,000 was made on September 12, 1997. As of October 31, 1997,
the Registrant retained cash and other liquid assets of less than $100,000 for
payment of Registrant's expenses for taxes, professional and agents' fees and
contingencies.
On August 25, 1997, the real estate in Puerto Rico was sold
and the Registrant received net proceeds of approximately $230,000. Such
proceeds were included in amounts distributed to the Registrant's creditors on
September 12, 1997. The Registrant is in the process of completing its
liquidation and liquidating its subsidiaries, all of which are inactive and have
no assets or liabilities.
As previously announced, the Registrant ceased its business
activities in late 1993, when the stock of its remaining operating subsidiary,
Pat Fashions Industries, Inc. ("Pat Fashions"), was foreclosed upon by the
persons from whom the Registrant had acquired such stock and to whom it had
pledged the stock as security for payment of the purchase price. In a
transaction resulting from such foreclosure, Madison Fashions, Inc. ("Madison")
acquired 81% of the Pat Fashions stock from the foreclosing creditors and also
obtained an option to acquire the remaining 19%. In exchange for notes issued to
the Registrant in the Madison transaction, the Company received approximately
11% of the stock of The Furia Organization, Inc. ("Furia"). The Furia stock
became worthless after Madison was merged into a subsidiary of Furia and Furia
became unable to operate Pat Fashions and its other businesses successfully.
Item 7. Financial Statement and Exhibits
(c) Exhibits.
2.1 Agreement dated July 14, 1997 among the
Registrant and its Creditors
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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.
POPE, EVANS AND ROBBINS INCORPORATED
/s/ Harry Rabinowitz
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Name: Harry Rabinowitz
Title: President
Dated: October 31, 1997
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POPE, EVANS AND ROBBINS, INCORPORATED
c/o SPILKE COMPANY
111 West 40th Street - Room 1702
New York, New York 10018
July 14, 1997
Continental Stock Transfer & Trust Company ("CST"),
as trustee for the holders of the 7% Senior Notes
of Pope, Evans and Robbins Incorporated ("PER")
2 Broadway
New York, New York 10004
United States Trust Company of New York ("UST"),
as trustee for the holders of the 13.5% Subordinated
Debentures of PER
114 West 47th Street
New York, New York 10036
Estate of Mr. Sol Cooper ("Cooper")
c/o Edward Sadowsky, Esq.
Tenzer Greenblatt LLP
405 Lexington Avenue
New York, New York 10174
Mack Industries ("Mack")
c/o Mack Management and Construction Corp.
370 West Passaic Street
Rochelle Park, New Jersey 07662
L. H. Charney Associates ("Charney")
1441 Broadway
New York, New York 10018
Gentlemen:
1. You have each advised us that you have claims against PER
in the following amounts through October 31, 1994, the cut-off date we have
agreed to for the purpose of this Agreement:
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July 14, 1997
Page 2
CST: $49,066,687
UST: $ 6,968,370
Mack: $ 2,808,393
Cooper: $ 161,000
Charney: $ 93,000
which represent the following percentages (hereinafter sometimes referred to as
your respective "Shares") of such claims:
CST: 83.03%
UST: 11.79%
Mack: 4.75%
Cooper: 0.27%
Charney: 0.16%
For purposes of inducing PER to pay your respective shares of
such claims, each of you has agreed to waive any claims you have or might have
to assert priority payment rights or rights based upon claims that the payments
to others among you are subordinated to the prior payment of your claim; and you
agree to the following distribution of the assets, which PER and its officers
represent to you are the only assets of PER and its subsidiaries having
realizable value and that the amounts set forth below are amounts actually
realized:
A. Cash and Cash Equivalents. PER represents to you that as of
June 30, 1997, it has cash and cash equivalents of approximately
$1,002,000, resulting from (i) the collection of the cash surrender
values of two life insurance policies on the lives of Harry Rabinowitz
and Joseph E. Robbins issued by Connecticut Mutual Life Insurance
Company, (ii) repayment to PER of $750,000 upon its Junior
Participation Interest in Pat Fashions Industries, Inc. ("PAT"), (iii)
payment to PER of $16,015 upon its claims in
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July 14, 1997
Page 3
the bankruptcy of PAT, (iv) rental income from the property in Puerto
Rico described below and (v) interest on deposits less (vi) expenses
incurred in the operation of PER for professional fees, fees to Mr.
Rabinowitz, trustee fees and other costs incurred in the ordinary
course; that such cash and cash equivalents are in the form of money
market funds in banks and a financial institution; and that the amount
thereof available for distribution to you with respect to your several
claims (after deducting amounts set forth in Schedule A attached hereto
in connection with the preparation of this Agreement and coordinating
the actions described herein, trustee, professional and other fees and
anticipated expenses of PER for maintaining itself as a subsisting
entity) is approximately $902,000.
B. Common Stock of PZT, Inc. ("PZT"). Effective immediately,
PER shall cause PZT, its wholly-owned subsidiary, to assign to you, in
proportion to your respective Shares, the net proceeds from the sale of
PZT's principal asset, an industrial building located on approximately
5,386 square meters in the Hato Industrial Area, Hato Ward of San
Lorenzo, Puerto Rico. (The assignment of the net proceeds instead of
the common stock of PZT avoids certain filing requirements in Puerto
Rico.) The building is one story concrete block structure built in 1970
and comprises some 23,000 square feet. The property had been leased to
Edcar Industries Inc. and is, according to the lessee, in need of
substantial roof repairs. The lease to Edcar, which expired on March
31, 1997, provided for a net rent of approximately $4,877 a month.
PZT's property is currently the subject of a sale contract, and PZT
expects the sale of the property to close on or about July 31, 1997 and
to result in net proceeds of approximately $200,000.
2. Promptly after execution by all parties of this Letter
Agreement, PER shall distribute an aggregate of $900,000 to each of you in
proportion to your respective Shares. Distribution by PER of any remaining
assets, including the proceeds of the sale of PZT's Puerto Rico property, will
be made as funds become available or when reasonably deemed no longer
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July 14, 1997
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necessary to be held for contingencies. On the date hereof, PER knows of no such
contingencies other than expenses of the nature set forth in Schedule A attached
hereto.
3. This Agreement will also confirm our advice to you that all
claims (other than the claims of CST, UST, Mack, Cooper, and Charney) that have
been asserted against PER since November 1, 1994, including tax claims of New
York City and New York State, have been settled or otherwise resolved without
payment of any greater percentage to an unsecured creditor than the percentage
to be paid to you hereunder, and without any ongoing liability owed by PER to
such claimants and that there are no known creditors of any of PER's
subsidiaries, including PZT.
4. PER acknowledges and agrees that the payments,
distributions and assignments described in Paragraph 1 above are merely payments
on account of your respective claims, and that your acceptance of them does not
in any way discharge or otherwise release PER from liability for the balance of
any amounts which may be lawfully due to each of you from any other assets that
are owned or are acquired by PER subsequent to the date of this Agreement.
5. You acknowledge that, if PER files a voluntary petition
(which it has no present intention of doing), or if its creditors file an
involuntary petition against it (of which PER has no knowledge), under the
Bankruptcy Code, the payments, distributions and assignments contemplated hereby
may be recoverable or rescindable at the instance of a trustee in bankruptcy or
a creditor of PER.
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July 14, 1997
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6. If the foregoing accurately sets forth your respective
understandings of the agreements we have reached, kindly be good enough so to
indicate by countersigning the enclosed copies of this Letter Agreement, which
shall become effective upon execution of separate counterparts signed by each of
you and by PER.
Yours very truly,
POPE, EVANS AND ROBBINS INCORPORATED
By: /s/ Harry Rabinowitz
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Harry Rabinowitz, President and Treasurer
AGREED:
CONTINENTAL STOCK TRANSFER ESTATE OF SOL COOPER
& TRUST COMPANY, As Trustee
By: /s/ H.R. Drews By: /s/ Ethel Cooper
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Title: Vice President & Senior Tr. Officer Title: Personal Representative
UNITED STATES TRUST COMPANY L. H. CHARNEY ASSOCIATES
OF NEW YORK, as Trustee
By: /s/ Cynthia Chaney By: /s/ Leon H. Charney
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Title: Assistant Vice President Title: Managing Partner
MACK INDUSTRIES
By: /s/ William Mack
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Title: Partner
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