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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) MAY 28, 1996
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AMRE, INC.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-9632 75-2041737
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number)
Identification No.)
8585 N. STEMMONS FREEWAY, SOUTH TOWER, DALLAS, TX 75247
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including are code: (214) 658-6300
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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All references herein to the Information Statement/Prospectus refer to
the Joint Proxy Statement/Prospectus dated April 24, 1996 (the "Information
Statement Prospectus") of AMRE, Inc., a Delaware corporation ("AMRE"), and
Congressional Construction Corporation, a Virginia corporation
("Congressional") which is incorporated herein by reference to Exhibit 99.1.
With respect to each contract, agreement or other document referred to herein,
and filed with the Securities and Exchange Commission as an exhibit to this
report, reference is made to the exhibit for a more complete description of the
matter involved, and each such statement shall be deemed qualified in its
entirety by such reference.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Shareholder Approval of the Merger Agreement and Consummation of the
Merger.
At a special shareholders' meeting held on May 28, 1996, the
Congressional shareholders approved that certain Agreement and Plan of Merger,
dated as of December 30, 1995, as amended (the "Merger Agreement"), by and
among AMRE, AMRE-Congressional Acquisition, Inc., a wholly owned subsidiary of
AMRE ("Merger Sub") and Congressional, pursuant to which Merger Sub was merged
with and into Congressional (the "Merger"). The Merger became effective on May
28, 1996 (the "Effective Time") when a Certificate of Merger was issued by the
Virginia Corporation Commission. See the sections entitled "Summary - The
Special Meeting"; "-The Merger and the Merger Agreement"; "Special Factors";
and "The Merger Agreement"; in the Information Statement/Prospectus, which
sections are incorporated herein by reference in their entirety.
Conversion of Congressional Common Stock.
Pursuant to the terms of the Merger Agreement, each outstanding share
of Congressional $1.00 par value common stock (the "Congressional Common
Stock"), at the Effective Time and thereafter, with no action on the part of
the holder thereof, was converted into 601.2 shares of AMRE's $0.01 par value
common stock (the "AMRE Common Stock") and each outstanding share of
Congressional convertible preferred stock without par value (the "Congressional
Preferred Stock"), at the Effective Time and thereafter, with no action on the
part of the holder thereof, was converted into 857.14 shares of AMRE Common
Stock . Based on the number of shares of Congressional Common Stock and
Congressional Preferred Stock outstanding on May 28, 1996, approximately
900,000 shares of AMRE Common Stock in the aggregate were issued to holders of
Congressional Common Stock and Congressional Preferred Stock.
See the sections entitled "Summary - The Merger and the Merger
Agreement"; "Special Factors" and "The Merger Agreement" in the Joint Proxy
Statement/Prospectus, which sections are incorporated herein by reference in
their entirety.
The preceding description of the Merger and the consummation thereof
is not complete and is qualified in its entirety by (i) the full text of the
Merger Agreement, a copy of which is incorporated herein by reference to
Exhibit 2.1 hereto, and (ii) the Joint Proxy Statement/Prospectus.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
The following information is incorporated herein by reference to the
Information Statement/Prospectus.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
(1) It is impracticable to provide the required
financial statements at the time this
report on Form 8-K is filed. Such financial
statements will be filed with an amendment
to this report as soon as practicable.
(b) PRO FORMA FINANCIAL INFORMATION
(1) Not applicable.
(c) EXHIBITS
2.1 Agreement and Plan of Merger dated as of
December 30, 1995, among AMRE, Inc., AMRE-
Congressional Acquisition, Inc., a Delaware
corporation, Congressional Construction, a
Virginia corporation, together with all
exhibits thereto (incorporated by reference
to the Information Statement/Prospectus filed
herewith as an exhibit is incorporated herein
by reference).
99.1 Information Statement/Prospectus of AMRE and
Congressional incorporated by reference to
AMRE's Registration Statement on Form S-4, as
amended (registration number 333-02627), of
which the Information Statement/Prospectus
is a part.
*99.2 Press Release issued by AMRE on May 28, 1996.
* Filed herewith.
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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.
AMRE, INC.
Date: June 11, 1996 By: /s/ John H. Karnes, Jr.
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John Karnes, Jr.
Vice President, General Counsel and
Corporate Secretary
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
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<S> <C>
2.1 Agreement and Plan of Merger dated as of December 30, 1995, among AMRE, Inc., AMRE-
Congressional Acquisition, Inc., a Delaware corporation, Congressional Construction, a Virginia
corporation, together with all exhibits thereto (incorporated by reference to the Information
Statement/Prospectus filed herewith as an exhibit is incorporated herein by reference).
99.1 Information Statement/Prospectus of AMRE and Congressional incorporated by reference to AMRE's
Registration Statement on Form S-4, as amended (registration number 333-02627), of which the
Information Statement/Prospectus is a part.
*99.2 Press Release issued by AMRE on May 28, 1996.
</TABLE>
* Filed herewith.
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EXHIBIT 99.2
AMRE, INC. PRESS RELEASE
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Contact: AMM: Larry H. Lattig FOR IMMEDIATE RELEASE
Vice President - Investor Relations and Treasurer
(214) 658-6411
AMRE, INC. COMPLETES MERGER WITH
CONGRESSIONAL CONSTRUCTION CORPORATION
DALLAS, May 28, 1996 - AMRE, Inc. (NYSE:AMM) today announced that the
stockholders of Congressional Construction Corporation have voted to approve a
merger between the two companies. Pursuant to the terms of the merger, which
is effective today, all of the issued and outstanding shares of Congressional
will be exchanged for an aggregate of 900,000 shares of AMRE common stock. It
is expected that the combination of the companies will be accounted for as a
pooling of interests.
"We are extremely pleased to have completed the acquisition, through
merger, of Congressional Construction. Congressional will be one of the
foundation building blocks in our plan to build the foremost brand name for
quality, professionally installed home improvements - CENTURY 21 Home
Improvements (SM). Congressional gives AMRE access to market areas that we
previously did not serve, and John Nunez, president of Congressional, and his
management team bring home improvement expertise second to none," said Robert
M. Swartz, President and Chief Executive Officer of AMRE. "The Congressional
merger continues our commitment to build long-term shareholder value for the
stockholders of AMRE."
AMRE, Inc. is America's largest home improvement company. AMRE
markets its home improvement products and services under a license with TM
Acquisition Corporation and Century 21 Real Estate Corporation, subsidiaries of
HFS Incorporated. AMRE has provided quality products and services directly to
consumers since 1980.
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