<PAGE> 1
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): November 30, 1995
-----------------
CONQUEST INDUSTRIES INC.
-------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 76-0206582
---------------------------- -----------------------
(State or other jurisdic- (I.R.S. Employer
tion of incorporation or Identification No.)
organization)
1-10206
-------------------------
(Commission File Number)
6400 West Gross Point Road
Niles, Illinois 60714
-------------------------- --------
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code (708) 647-7500
--------------
Page 1 of 5 Pages
<PAGE> 2
ITEM 5. OTHER MATERIALLY IMPORTANT EVENTS.
On November 30, 1995 the Registrant issued the press release attached
hereto as an exhibit.
ITEM 7. EXHIBITS.
Press release dated November 30, 1995.
Page 2 of 5 Pages
<PAGE> 3
SIGNATURE
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 thereunto duly authorized.
Date: November 30, 1995
CONQUEST INDUSTRIES INC.
(Registrant)
By: s/Steffen I. Magnell
--------------------------------------
Name: Steffen I. Magnell
Title: Chief Executive Officer
Page 3 of 5 Pages
<PAGE> 4
EXHIBIT INDEX
Exhibit 99.1 - Press Release dated November 30, 1995
Page 4 of 5 Pages
<PAGE> 1
PRESS RELEASE
Niles, Illinois (November 30, 1995)
Conquest Industries Inc. (Nasdaq, Symbol "CAIR") announced today that the
Company will no longer honor requests to convert 10% Private Placement Notes due
October 1, 1996 (the "Notes") into the Common Stock of the Company. This action
has been taken by the Company in part because, due to the decline of the market
price for the shares of Common Stock, the Company lacks sufficient unissued and
unreserved shares to effect conversion of all the outstanding Notes. The Company
intends to engage in a dialog with the holders of the Notes to seek a
restructuring of the outstanding Notes.
The Company is notifying its Selling Securityholders that they should cease
using the Prospectus dated November 13, 1995 in connection with the sale of any
securities of the Company. If the Company is successful in restructuring the
Notes, the Registration Statement of which the Prospectus is a part will be
appropriately amended or supplemented.
The Company further stated that three of its six directors have resigned
from the Board of Directors of the Company.
Conquest Industries Inc. is a holding company. The events announced today
should have no effect upon the operations of its operating subsidiaries Wico
Corporation and Wico Gaming Supply Corp.
Page 5 of 5 Pages