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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K/A-1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) MARCH 31, 1997
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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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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(b) PRO FORMA FINANCIAL INFORMATION
(1) Attached and filed herewith.
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AMRE, INC. AND SUBSIDIARIES
(IN PROCESS OF LIQUIDATION)
CONSOLIDATED STATEMENT OF NET LIABILITIES IN LIQUIDATION
(UNAUDITED)
<TABLE>
<CAPTION>
MARCH 30, JANUARY 27,
1997 1997
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ASSETS
Cash $ 9,411,986 $ 10,821,910
Accounts receivable 7,299,737 4,737,071
Inventories -- 1,096,000
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Total current assets 16,711,723 16,654,981
Property, plant, and equipment, net 329,684 1,950,662
Other assets -- 364,391
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TOTAL ASSETS $ 17,041,407 $ 18,970,034
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LIABILITIES
Accounts payable and accrued liabilities $ 41,884,303 $ 40,394,176
Wages, commissions and bonuses 4,353,602 3,444,780
Accrued workers' compensation 3,480,378 3,480,378
Current portion - long-term debt and capital lease obligations 79,181 360,760
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Total current liabilities 49,797,464 47,680,094
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Long-term debt and capital lease obligations 181,427 1,457,270
Senior convertible preferred stock 3,277,479 3,259,069
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TOTAL LIABILITIES 53,256,370 52,396,433
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NET LIABILITIES IN LIQUIDATION $(36,214,963) $(33,426,399)
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</TABLE>
See accompanying Notes to Consolidated Statement
of Net Liabilities in Liquidation
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AMRE, INC. AND SUBSIDIARIES
(IN PROCESS OF LIQUIDATION)
CONSOLIDATED STATEMENT OF CHANGES IN NET LIABILITIES IN LIQUIDATION
(UNAUDITED)
FOR THE PERIOD FROM JANUARY 27, 1997 TO MARCH 30, 1997 (LIQUIDATION BASIS)
<TABLE>
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NET LIABILITIES IN LIQUIDATION AT JANUARY 27, 1997 $(33,426,399)
NET LOSS FROM OPERATIONS INCLUDING LIQUIDATION EXPENSE (2,788,564)
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NET LIABILITIES IN LIQUIDATION AT MARCH 30, 1997 $(36,214,963)
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</TABLE>
See accompanying Notes to Consolidated Statement
of Net Liabilities in Liquidation
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AMRE, INC. AND SUBSIDIARIES
(IN PROCESS OF LIQUIDATION)
NOTES TO CONSOLIDATED STATEMENT OF NET LIABILITIES IN LIQUIDATION AS OF JANUARY
27, 1997 AND MARCH 30, 1997 AND CONSOLIDATED STATEMENT OF CHANGE IN NET
LIABILITIES IN LIQUIDATION FOR THE PERIOD FROM JANUARY 27, 1997 TO MARCH 30,
1997 (LIQUIDATION BASIS)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Bankruptcy Filing. As reported in AMRE Inc.'s Form 8-K dated as of January 20,
1997, the Registrant issued a press release dated as of January 17, 1997
stating that it had ceased operations, was planning to seek protection under
Chapter 11 of the Bankruptcy Code and would thereafter liquidate its assets.
The Registrant further stated that it did not believe that any transactions
would yield any residual value for distribution to its stockholders. In
connection therewith, the Registrant is in the process of liquidating its
assets to maximize the value of the estate for the creditors.
An involuntary petition of reorganization was filed against the Registrant
under Chapter 11 of title 11 of the United States Code, 11 U.S.C. Sections
101-1330 (the "Bankruptcy Code") on January 20, 1997. On January 22, 1997, four
subsidiaries of AMRE, Inc., American Remodeling, Inc., Facelifters Home
Systems, Inc., Century 21 Home Improvements, Inc., and Congressional
Construction Corporation, filed voluntary petitions for reorganization under
Chapter 11 of the Bankruptcy Code. These filings acted as an order of relief
under Chapter 11 of the Bankruptcy Code.
All of the above proceedings were filed in the United States Bankruptcy
Court for the Northern District of Texas, Dallas Division and have been
administratively consolidated under case number 397-30567-SAF-11. The
registrant and its subsidiaries are collectively referred to as the "Debtors".
Basis of Presentation. As a result of the above filings, the Registrant
changed its basis of accounting from the going-concern basis to a liquidation
basis. Under the liquidation basis of accounting, assets are stated at their
estimated net realizable values and liabilities are stated at their estimated
settlement amounts. The valuation of assets and liabilities requires many
estimates and assumptions, and there are substantial uncertainties in carrying
out the liquidation. Consequently, the amounts reflected in the liquidation
basis statements may be adjusted from time to time as additional facts become
available. Furthermore, the actual values of liquidating distributions to the
creditors could differ materially from amounts inferred from the accompanying
financial statements and will depend upon a variety of factors including, among
others, the proceeds from the sale of the Registrant's assets and the ultimate
amounts of creditor claims made against the Registrant.
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Principles of Consolidation. The consolidated financial statements include the
accounts of the Registrant and its wholly-owned subsidiaries, except for
Congressional Construction Corporation ("Congressional"). All material
inter-company balances and transactions are eliminated in consolidation.
Congressional has been excluded from the accompanying financial statements as
no financial data is available to the Registrant for periods after January 22,
1997. Virtually all of the assets of Congressional were pledged as collateral
to secure its obligation to NationsBank in connection with Congressional's
leveraged employee stock ownership plan. The value of the Congressional assets
is believed to be considerably less than Congressional's current indebtedness
to NationsBank. As a result, Congressional's estate has no equity in the
collateral and derives no benefit from retention of the collateral. Therefore,
NationsBank and the Debtors have agreed that the Automatic Stay pursuant to
Bankruptcy Rule 4001(d) should be lifted to allow NationsBank to exercise all
of its rights and remedies pursuant to the note and related agreement as to the
collateral.
NOTE 2 - CHANGE IN NET LIABILITIES IN LIQUIDATION FOR THE PERIOD JANUARY 27,
1997 TO MARCH 30, 1997
The change in Net Liabilities in Liquidation for the period January 27, 1997 to
March 30, 1997 includes the sales of assets described in Note 3, adjustments to
the net realizable values and to the estimated settlement values of various
assets and liabilities as well as the administrative expenses of the
liquidation.
The account balances as of January 27, 1997 (the accounting period end
closest to the date of the filings) are those that were used in the
Registrant's initial reporting to the Bankruptcy Court.
NOTE 3 - SALES OF SUBSTANTIALLY ALL OF THE DEBTORS' ASSETS
In accordance with a bankruptcy court Order (i) Pursuant to Sections 105 and
363 of the Bankruptcy Code Authorizing the Emergency Sale of Certain Assets of
the Debtors Free and Clear of Liens, Claims, and Encumbrances, Subject to the
Terms of an Asset Purchase Agreement and (ii) Pursuant to Sections 105 and 363
of the Bankruptcy Code Approving Asset Purchase Agreement (the "Order"), the
Debtors sold substantially all of their assets (the "Purchased Assets"),
including furniture, fixtures and equipment, as well as inventory. The
Purchased Assets were located at various branch offices of the Debtors and at
the Registrant's headquarters.
The Purchased Assets have been sold for a cash consideration of
$2,363,977. In addition, debt of certain of the Debtors in the amount of
$481,750 was assumed in one of the sales. Certain leases, both real property
and equipment, have also been assumed by various purchasers in connection with
the sale of the assets.
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The Purchased Assets were sold, pursuant to the Order, to Reunion Home
Services, Inc., U.S. Remodelers, Inc., REDO, L.L.C., ReVive Remodeling, Inc.
and to Steve Belnap (collectively, the "Purchasers"). Several of the
principals of the Purchasers have previously served as officers, directors, or
employees of certain of the Debtors. However, the bankruptcy court specifically
found in its Order that the "negotiations for and sale of the Purchased Assets
were at arm's length, without collusion and in good faith," and that the sales
were for "reasonable and equivalent value and fair consideration."
The Debtors conducted a marketing process to sell all or substantially all
of their assets. As a result, the Debtors received proposals to purchase
substantially all of their assets in several packages. Based upon analyses of
the terms and economics of each offer, the Boards of Directors of the Debtors
exercised their business judgment and concluded that the proposals made by the
Purchasers were the highest and best proposals, and were in the best interests
of the Debtors and their respective estates.
Substantially all of the assets of the Debtors' estates, including the
Purchased Assets with the exception of the inventory, were appraised by an
independent third party. Those values were used as a basis for negotiations and
the subsequent sales. Furthermore, notice of the proposed sales was filed with
the bankruptcy court and thereafter published in several newspapers around the
United States. All parties which might have been affected or impacted by the
sales received an opportunity to appear and protect their interests.
The sales of the Purchased Assets closed on various dates beginning on
March 31, 1997. The sales have been reflected in the Statement of Net
Liabilities in Liquidation as of March 30, 1997 with receivables established
for the related net proceeds.
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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: May 30, 1997 By: /s/ J. Gregg Pritchard
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J. Gregg Pritchard
President
