REALCO INC /NM/
8-K, 2000-10-25
GENERAL BLDG CONTRACTORS - RESIDENTIAL BLDGS
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                                  UNITED STATES
                       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


                                October 25, 2000
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                 Date of report (Date of earliest event reported)

                                  REALCO, INC.
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            (Exact name of registrant as specified in its charter)


           New Mexico                   0-27552             85-0316176
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(State or other jurisdiction of       (Commission         (I.R.S. Employer
incorporation or organization)        File Number)       Identification No.)


    1650 University Blvd., N.E., Suite 5-100,
           Albuquerque, New Mexico                                87102
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     (Address of principal executive offices)                   (Zip code)


                                  (505) 242-4561
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                (Registrant's telephone number, including area code)


                                 Not applicable
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                 (Former name, former address and former fiscal year,
                             if changed since last report)





ITEM 5.  Other Events

On October 9, 2000,  the  Company  executed a Letter of  Agreement  with  Equity
Securities Investments,  Inc. ("Equity"),  a Minneapolis based broker and dealer
in  securities,  whereby  Realco will acquire 100% of the  outstanding  stock of
Equity in a tax-free,  stock-for-stock  transaction.  The agreement provides for
the shareholders of Equity to receive  approximately  1,500,000 common shares of
Realco,  such amount  representing  approximately  30% of the then fully diluted
outstanding common shares of the combined companies.

As part of the transaction,  Laurence S. Zipkin, Chairman of the Board of Equity
and Edward S. Adams,  President and CEO of Equity will be appointed  Chairman of
the Board and Executive Vice President, respectively, of the combined company.

The proposed transaction will broaden the Company's focus on financial services,
as compared to its current focus on real estate brokerage and construction. Such
transaction  is  expected  to close  in late  November  or  December  2000  upon
ratification by the Company's shareholders.

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.

REALCO, INC.

Date: October 25, 2000

               /s/ CHRIS A. BRUEHL
               ---------------------------------------
               Chris A. Bruehl, Senior Vice-President
                and Chief Financial Officer



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