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, 1996
PROLER INTERNATIONAL CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 1-5276 74-1051251
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
4265 SAN FELIPE, SUITE 900, HOUSTON, TEXAS 77027
(Address of principal executive office)
Registrant's telephone number, including area code (713) 627-3737
Exhibit Index Located on Page 2
<PAGE>
ITEM 5. OTHER EVENTS
Effective February 28, 1996, the Company reorganized its corporate
structure into a "holding company" structure, consisting of a holding
company owning all of the assets previously owned by the Company and
conducting all of the business previously conducted by the Company
through newly-formed, wholly-owned direct and indirect operating
subsidiaries of the holding company. As described below, in connection
with the restructuring, holders of Common Stock of the Company became
holders of an identical number of shares of Common Stock of the holding
company, and the Company became a wholly-owned indirect subsidiary of
the holding company.
The restructuring was effected by a merger conducted pursuant to
ss.251(g) of the Delaware General Corporation Law, which provides for
the formation of a holding company structure without a vote of the
stockholders of the Company. In the merger, the Company merged with
Proler Merger, Inc., a newly-formed, wholly-owned indirect subsidiary
of the holding company (the "Merger"), with the Company as the
surviving corporation of the merger. In the Merger, each outstanding
share of Common Stock of the Company and each share of Common Stock of
the Company held in treasury was automatically converted into one share
of Common Stock of the holding company. Additionally, each outstanding
option to purchase shares of the Company's Common Stock was
automatically converted into an option to purchase, upon the same terms
and conditions, an identical number of shares of the holding company's
Common Stock, and the stock options were assumed by and continued as
stock options of the holding company. In the Merger, the Company
changed its name to "Joint Venture Operations, Inc.", and the holding
company changed its name to "Proler International Corp."
Also in connection with the Merger, the Company redeemed outstanding
rights to purchase shares of the Company's Series A Junior
Participating Preferred Stock (the "Existing Rights"), and the holding
company distributed rights (the "New Rights") to purchase, on identical
terms, shares of the holding company's Series A Junior Participating
Preferred Stock carrying identical terms, rights, and preferences as
the Series A Junior Participating Preferred Stock of the Company. The
Existing Rights were outstanding pursuant to the Company's Rights
Agreement dated September 26, 1988. Effective February 28, 1996, the
Company redeemed all of the Existing Rights at a price of $0.01 per
Right (equivalent to one-third (1/3) of $0.01 per share of the
Company's Common Stock) and the holding company distributed New Rights
to stockholders of record on the basis of one New Right for each
Existing Right redeemed. As with the Existing Rights, until the
occurrence of certain events specified in the holding company's Rights
Plan, the New Rights are represented by the outstanding shares of
Common Stock of the holding company in respect of which the New Rights
are issued, are not transferable separately from the associated shares
of holding
1
<PAGE>
company Common Stock, and are automatically transferred upon transfer
of the associated Common Stock.
Immediately prior to the Merger, the Company contributed the assets,
liabilities, and business constituting its domestic recycling and
industrial energy business and certain other assets to the holding
company, and the holding company in turn contributed those assets,
liabilities and business to Proler Industries, Inc., a newly-formed,
wholly-owned direct subsidiary of the holding company.
As a result of the restructuring, all the business and operations
previously conducted by the Company and its subsidiaries are now
conducted by the holding company and its subsidiaries, and the assets
and liabilities of the holding company and its subsidiaries on a
consolidated basis are the same as the assets and liabilities of the
Company and its subsidiaries immediately before the Merger. The
Certificate of Incorporation and the Bylaws of the holding company are
identical to the Certificate of Incorporation and Bylaws of the Company
as in effect immediately prior to the restructuring, and the capital
stock of the holding company has the same designations, rights, and
preferences as the capital stock of the Company prior to the
restructuring. In addition, the persons who held offices as directors
and officers of the Company prior to the restructuring hold the same
offices in the holding company after the Merger. The Common Stock and
New Rights of the holding company are listed for trading on the New
York Stock Exchange under the symbol "PS", as were the Common Stock and
Existing Rights of the Company. Stockholders of the Company do not
recognize gain or loss for U.S. Federal Income tax purposes as a result
of the restructuring.
The conversion of shares in the Merger occurred without an exchange of
certificates. Accordingly, certificates formerly representing shares of
Common Stock of the Company are deemed to represent shares of Common
Stock of the holding company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT
99.1 News Release, dated February 29, 1996, issued by Proler
International Corp. announcing restructuring
99.2 Letter to Stockholders dated February 29, 1996 describing
restructuring
2
<PAGE>
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.
PROLER INTERNATIONAL CORP.
Date: March 6, 1996 By: /s/ MICHAEL F. LOY
Michael F. Loy
Vice President - Finance and
Chief Financial Officer
3
<PAGE>
PROLER INTERNATIONAL ADOPTS HOLDING COMPANY STRUCTURE
Houston, Texas (February 29, 1996) - Proler International Corp. (NYSE:PS) today
announced that it has completed the separation of its three lines of business
into wholly owned corporate subsidiaries under a new holding company structure.
Commenting on the announcement, Steven F. Gilliland, president and chief
executive officer, said, "The holding company structure enhances the Company's
flexibility in strategic planning and in the management, operation and
financing of our various businesses. Now we have three lines of business that
will allow us to grow internally and by acquisition or, if we believe it's in
our shareholders' best interests, we can sell or take these businesses public
as separate companies. This structure also better matches the strategy we have
been implementing the past several years. Proler is completing its plan to sell
nonessential assets; has repaid all its bank debt not associated with scrap
inventory; has completed a $10 million computer trim board recycling plant in
Coolidge, Arizona; and has recently signed an agreement with TRW Inc. to
complete the final vitrification component of Proler's $5 million gasification
demonstration plant in Houston, Texas."
Stockholders do not have to take any action in connection with the change
in corporate structure. Outstanding shares of common stock were automatically
exchanged on a share-for-share basis into shares in the new holding company.
The new shares have identical rights and terms as the old shares and will
continue to be traded on the New York Stock Exchange under the symbol "PS."
Proler International Corp. is an environmental services, technology and
industrial energy company primarily involved in recovering, recycling and
processing metals and industrial wastes for use worldwide. Through 18 operating
locations, owned either directly or through joint operations, Proler provides
high-quality raw materials, recycling and energy services to industrial
customers.
<PAGE>
EXHIBIT 99.2
February 29, 1996
Dear Shareholder:
We are writing to advise you of some corporate organizational changes
which, we believe, will aid in the growth of Proler International. We have
recently announced that we have completed the separation of our three lines of
business (ferrous scrap, industrial recycling and gasification) into
wholly-owned corporate subsidiaries under a new holding company structure. This
was accomplished on February 28, 1996. The name of your company is unchanged -
we will continue to be known as Proler International Corp.
Stockholders do not have to take any action in connection with the change in
corporate structure. There is no need to exchange your existing stock
certificates. Outstanding shares of common stock have been automatically
exchanged on a share-for-share, tax free basis into shares of the new holding
company. The new shares have the same rights and terms as the old shares, and
will continue to be traded on the New York Stock Exchange under the symbol "PS".
All of us in management and on the Board of Directors believe the holding
company structure enhances the Company's flexibility in strategic planning and
aids in the management, operation and financing of our various businesses. We
now have three lines of business that will allow us to grow internally and by
acquisition or, if we believe it's in our shareholders' best interest, we can
sell or take these businesses public as separate companies. This structure also
better matches the strategy we have been implementing the past several years. We
are completing our plan to sell non-essential assets, we have repaid all our
bank debt not associated with scrap inventory, we have completed a $10 million
computer trim board recycling plant in Coolidge, Arizona and we have recently
signed an agreement with TRW Inc. to complete the final vitrification component
of Proler's $5 million gasification demonstration plant in Houston, Texas.
In connection with the adoption of this new structure, the Company has redeemed
the Rights granted under the 1988 Stockholder Rights Plan at a price equal to
1/3 of 1 cent per share effective for shareholders of record on February 28,
1996. For shareholders of record, your redemption check is enclosed. For
shareholders in nominee accounts, your brokerage account will be credited with
your redemption payment. For your information, the Board of Directors has
adopted a new 1996 Stockholder Rights Plan which is identical in terms and
provisions to the terminated 1988 Plan.
We appreciate your ongoing support.
Sincerely,
/S/HERMAN PROLER /S/STEVEN F. GILLILAND
Herman Proler Steven F. Gilliland
Chairman of the Board President and Chief Executive Officer
