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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported): June 16, 1999
WINSTON RESOURCES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-9629 13-3134278
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(State or Other
Jurisdiction of
Incorporation) (Commission File Number) (IRS Employer
Identification No.)
535 Fifth Avenue, New York, New York 10017
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 557-5000
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ITEM 5. OTHER EVENTS
On June 16, 1999, the Company announced that a committee of the independent
directors as well as the full Board of Directors unanimously approved a tender
offer by the Company to acquire all of the outstanding shares of its common
stock other than those held by the Company's Chairman of the Board of Directors,
Seymour Kugler, and members of his family owning shares, all of whom own,
collectively, approximately 47% of the Company's issued and outstanding shares,
as part of a proposed "going private" transaction. The offer price is $4.625 net
per share. The Company anticipates that any remaining untendered shares will be
converted into the right to receive $4.625 per share in a merger (or similar
business combination or other transaction) following the tender offer.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
99.1 Filed herewith is the Company's press release dated June 16, 1999.
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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.
WINSTON RESOURCES, INC.
Date: June 24, 1999 By: /s/ Seymour Kugler
________________________
Seymour Kugler
Chief Executive Officer
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CONFIDENTIAL EXHIBIT 99.1
FOR IMMEDIATE RELEASE
WINSTON RESOURCES ANNOUNCES CASH TENDER OFFER
New York, N.Y., June 16, 1999 -- WINSTON RESOURCES, INC. (AMEX-"WRS"),
announced today that its Board of Directors has approved and authorized the
Company to make a cash tender offer for all outstanding shares of its common
stock other than those held by the Company's Chairman of the Board, Seymour
Kugler, and members of his family, who own collectively approximately 47% of the
issued and outstanding shares.
The offer price is $4.625 per share, net to sellers, in cash. On June 15,
1999, the last full trading day prior to the announcement of the tender offer,
the Closing price per share of the Company's Common Stock was $2.875 per share.
The Company will pay all fees and expenses relating to the tender offer and
tendering stockholders will not be required to pay any brokerage fees or
commissions.
The Company anticipates following the tender offer with a cash merger at
the same price per share for any remaining untendered shares.
A committee of the independent directors as well as by the full Board of
Directors of the Company unanimously approved the offer. The tender offer will
commence as soon as practical following all required filings with the Securities
and Exchange Commission.
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In making the announcement today, Mr. Kugler commented "The offer is being
made to permit shareholders to achieve liquidity for their investment at a
significant premium to current market values." Mr. Kugler stated that the Board
authorized the cash tender offer after concluding that the offer was in the best
interest of the public stockholders, as well as of the Company, which will
revert to private ownership following the tender offer and merger.
Winston Resources, Inc. founded in 1967 and headquartered in New York,
provides a broad range of staffing services including a wide variety of
temporary staffing specialties, full time placement, executive recruitment and
recruitment advertising through its six company-owned offices and sixteen
franchised locations.
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