STEVENS INTERNATIONAL INC
8-K, 1998-08-12
PRINTING TRADES MACHINERY & EQUIPMENT
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                     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)    July 28, 1998       

                             Stevens International, Inc.            
           (Exact name of registrant as specified in its charter)


               Delaware                1-9603          75-2159407       
      (State or other jurisdiction   (Commission      (IRS Employer
           of incorporation          File Number)  Identification No.)


                5500 Airport Freeway, Fort Worth, Texas     76117
               (Address of principal executive offices)   (Zip Code)


   Registrant's telephone number, including area code       (817) 831-3911 
<PAGE>

      Item 2.  Acquisition or Disposition of Assets.

          On  July  28,  1998  Stevens  International,  Inc.,  a  Delaware
  corporation  (the "Company") and  J.J.L. Holdings Company Ltd and M.B.A.
  Holdings  Company,  Ltd.  (collectively, "Purchasers"), entered into and
  consummated  that  certain  Standard  Deposit  Receipt  and  Real Estate
  Purchase  Contract  dated  June  30, 1997 and that certain Standard Form
  Asset  Purchase  Contract   dated   June  30,  1998  (collectively,  the
  "Agreements")  whereby the Company sold and Purchaser purchased the real
  and personal property at its Hamilton, Ohio machining center ("HMC") and
  the  major  portion  of  its  machinery  and  equipment  at its assembly
  facility  in  Hamilton,  Ohio.    The aggregate proceeds received by the
  Company  in  the  transaction  were  approximately  $ 4.35 million.  The
  acquisition   consideration   for  the  transaction  was  determined  by
  negotiations between the parties to the Agreements.

          To  the  best  knowledge  of  the  Company, there is no material
  relationship   between   Purchasers  and  the  Company  or  any  of  its
  affiliates,  any director or officer of the Company, or any associate of
  such director or officer.

  Item 7.  Financial Statements and Exhibits.

          (a)  Not Applicable.

          (b)  Pro forma Financial Information for the Transaction.(1)

                    (i)  Pro forma Condensed Balance Sheet.

                    (ii) Pro  forma  Condensed  Consolidated  Statement of
                         Income.

          (c)       Exhibits.

          The  following  is  a  list  of  exhibits  filed as part of this
  Current Report on Form 8-K:

  Exhibit No.                      Description
          2.1  Standard  Deposit Receipt and Real Estate Purchase Contract
               dated  June  30,  1998  by  and between the Company, J.J.L.
               Holdings Company Ltd and M.B.A. Holdings Company, Ltd. (*)

          2.2  Standard  Form  Asset Purchase Contract dated June 30, 1998
               by and between the Company, J.J.L. Holdings Company Ltd and
               M.B.A. Holdings Company, Ltd.(*)
  __________________________
          *    To be filed by amendment.

          (1)  It is impractical for the registrant to file such financial
               statements  and  related  financial  data  schedule at this
               time.  Such financial statements and related financial data
               schedule will be filed under cover of Form 8-K/A as soon as
               practicable,  but  no  later than 60 days after the date by
               which this report on Form 8-K was required to be filed.

<PAGE>
                                 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 duly authorized.

                                        STEVENS INTERNATIONAL, INC.




                                                 
  Date: August 12, 1998                 By: /s/ George A. Wiederaenders   
                                             George A. Wiederaenders
                                             Vice President, Treasurer &
                                             Chief Accounting Officer


<PAGE>


                              INDEX TO EXHIBITS

      Exhibit
       Number             Description of Exhibit
          2.1       Standard  Deposit  Receipt  and  Real  Estate Purchase
                    Contract  dated  June  30,  1998  by  and  between the
                    Company,   J.J.L.  Holdings  Company  Ltd  and  M.B.A.
                    Holdings Company, Ltd. (*)

          2.2       Standard  Form  Asset Purchase Contract dated June 30,
                    1998  by  and  between  the  Company,  J.J.L. Holdings
                    Company Ltd and M.B.A. Holdings Company, Ltd.(*)
  __________________________
          *    To be filed by amendment.



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