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):
October 21, 1997
Americold Corporation
(Exact name of registrant as specified in its charter)
Oregon 33-12173 93-0295215
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(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification No.)
incorporation)
7007 S.W. Cardinal Lane, Suite 135, Portland, Oregon 97224
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(503) 624-8585
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ITEM 5. OTHER EVENTS.
On September 26, 1997, Americold Corporation (the "Company") entered into
an Agreement and Plan of Merger (the "Merger Agreement") with Vornado Realty
Trust ("Vornado") and certain of its subsidiaries pursuant to which a subsidiary
of Vornado will merge with and into the Company, with the Company as the
surviving corporation. As a result of the merger, the Company will be acquired
by Vornado. A copy of the Merger Agreement was included as an exhibit to the
Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on October 7, 1997.
On October 20, 1997, the Company held a special meeting of shareholders to
consider and vote on a proposal to approve the Merger Agreement. The proposal
was approved with 2,618,500 shares of common stock of the Company, $0.01 par
value per share (the "Common Stock"), voting for approval, no shares of Common
Stock voting against approval, and no shares of Common Stock abstaining. The
number of shares of Common Stock of the Company outstanding on October 1, 1997,
the record date for the special Meeting, was 5,037,823 shares. Accordingly, a
majority of the outstanding Common Stock voted to approve the Merger Agreement.
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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 thereunto duly authorized.
AMERICOLD CORPORATION
(Registrant)
Date: October 21, 1997 By: /s/ Joel M. Smith
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Joel M. Smith
Chief Financial Officer
