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)
February 28, 1994
PROLER INTERNATIONAL CORP.
(Exact name of registrant as specified in its charter)
Delaware 1-5276 74-1051251
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification Number
incorporation)
4265 San Felipe, Suite 900, Houston, Texas 77027
(Address of principal executive offices)
Registrant's telephone number, including area code (713) 627-3737
Exhibit Index Located on Page 3
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Item 5. Other Events
Prolerized Steel Corporation ("PSC"), a wholly owned
subsidiary of Proler International Corp., (the "Company")
disposed of substantially all of its assets, including
improvements, fixtures, equipment, inventory and certain
intangibles, used in connection with the operation of a
scrap metal processing facility located in Kansas City,
Kansas, effective February 28, 1994. The disposition was
effected pursuant to an Asset Sale and Purchase Agreement
(the "Agreement") by and between PSC and Kaw River
Shredding, Inc. (the "Purchaser"), a Kansas corporation
unrelated to the Company, PSC or the officers, directors
or other affiliates of the Company or their associates.
The Company joined in the Agreement for the purpose of
guaranteeing the obligations of PSC thereunder and to
agree not to compete with the Purchaser in certain areas
for a five-year period. The Agreement is filed as
Exhibit 2(a) to this report and, together with the
amendment thereto, filed as Exhibit 2(b) hereto, is
incorporated herein by reference.
The purchase price for the assets and the agreement not
to compete was determined by negotiation between the
parties, aggregated approximately $5.1 million and was
paid to PSC by wire transfer of immediately available
funds.
Item 7. Financial Statements and Exhibits
(c) Exhibits:
2(a) Asset Sale and Purchase Agreement dated as of
January 14, 1994 between PSC and the Purchaser.
2(b) First Amendment to Asset Sale and Purchase
Agreement dated as of February 1, 1994 between PSC
and the Purchaser.
SIGNATURES
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.
PROLER INTERNATIONAL CORP.
Date: March 14, 1994 By MICHAEL F. LOY
Michael F. Loy
Chief Financial Officer<PAGE>
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Exhibit Index
Exhibit numbers are in accordance with the
Exhibit Table in Item 601 of Regulation S-K
Exhibit No. Exhibit Description Page No.
<C> <S> <C>
2(a) Asset Sale and Purchase Agreement dated 4
as of January 14, 1994 between PSC and the
Purchaser.
2(b) First Amendment to Asset Sale and Purchase 31
Agreement dated as of February 1, 1994
between PSC and the Purchaser.
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