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) September 3, 1997
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BERNARD HALDANE ASSOCIATES, INC.
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(Exact name of Registrant as specified in its charter)
Quantum Ventures Group, Inc.
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(Former Name of Registrant)
Florida 000-18097 59-2720407
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(State or other (Commission File No.) (I.R.S. Employee
jurisdiction of Identification
incorporation) No.)
192 Lexington Avenue, 15th Floor New York, New York 10016
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number including area code: (212)679-3560
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444 Park Avenue South, New York, New York 10016
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(Former address of principal executive offices)
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ITEM 5. OTHER EVENTS
In February 1997, the Company's Board of Directors received an offer from
Jerold Weinger, the Company's president and a principal shareholder and Renee
Nadel, the wife of the Company's former president and a principal shareholder,
to purchase the shares of stock owned by the public shareholders at a cost of
$2.75 per share. In conjunction therewith, the Board of Directors determined
that it would be in the best interests of the company and the public
shareholders to name two independent directors to the Company's Board of
Directors to consider and vote upon the fairness of the offer. On April 25,
1997, Jeffrey Schachter and Gregg Weiss were elected to the Board of Directors.
In order for the Board to determine the fairness of the offer, Laidlaw & Co. was
retained to render a fairness opinion in connection with the proposed going
private transaction. On August 11, 1997 Laidlaw & Co. opined that from a
financial point of view , it is their opinion that the public shareholders would
be entitled to receive the sum of $3.00 per share. After reviewing the fairness
opinion, Mr. Weinger and Mrs. Nadel increased their offer to purchase the shares
of common stock owned by the public shareholders to $3.00 per share. On August
18, 1997, the Board of Directors met to consider the Laidlaw opinion and on
September 3, 1997 the unanimous consent of the Board was obtained to accept the
offer made by Mrs. Nadel and Mr. and Mrs. Weinger.
Ms. Weinger and Nadel and Mr. Weinger (the Weinger-Nadel Group ) have
advised the Company that (i) they intend to establish an entity ( NEWCO ) for
the purpose of merging with and/or combining with the Company, and (ii) they
will contribute their shares of Common Stock in the Company to NEWCO in exchange
for securities of NEWCO. The Weinger-Nadel Group's proposal is to be submitted
to the vote of the Company's stockholders and will be subject to their approval.
However, members of the Weinger-Nadel Group have, and therefore, NEWCO, will
have a sufficient number of votes to carry stockholder approval of the proposal.
It is anticipated that if such merger or combination is approved, all
stockholders (other than member s of the Weinger-Nadel Group), will be entitled
to receive $3.00 per share for their shares of the Company's Common Stock or
such amount as if found appropriate in court assessing their rights under
Florida law. The Company anticipates making further announcements and a proxy
statement will be disseminated to all stockholders of record detailing the
proposal, the reasons for same and described stockholder rights.
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Bernard Haldane Associates, Inc.
BY:/s/ Jerold Weinger
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Jerold Weinger, President
DATED: September 8, 1997
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