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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): SEPTEMBER 8, 2000
TBM HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
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FLORIDA 0-18707 59-2824411
(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)
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136 MAIN STREET
WESTPORT, CONNECTICUT 06880
(Address of Principal Executive Office)
203-227-6140
(Registrant's telephone number, including area code)
(NOT APPLICABLE)
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On September 8, 2000, TBM Holdings, Inc., a Florida corporation (the
"Company"), CLARK Material Handling Company, a Delaware corporation ("Clark"),
and Blue Giant Limited, a Canadian company and a wholly-owned subsidiary of
Clark ("Blue Giant"), executed a non-binding letter agreement outlining their
intent to use their best efforts to negotiate and execute an agreement pursuant
to which Long Reach Holdings, Inc., a Delaware corporation and a wholly-owned
subsidiary of the Company ("Long Reach"), would purchase the assets and certain
liabilities of Blue Giant and certain intellectual property from Blue Giant
Corporation, a subsidiary of Clark. Blue Giant is a manufacturer of material
handling equipment, lift tables and dock equipment.
The letter of intent proposes a purchase price of $11 million less Blue
Giant's bank debt, not to exceed $3 million, outstanding immediately prior to
closing. Execution of a definitive purchase agreement and consummation of the
transaction is contingent upon completion of due diligence, approval by the
boards of directors of both Long Reach and Blue Giant, approval of the sale of
certain property by the bankruptcy court currently adjudicating the Chapter 11
bankruptcy proceedings of Clark, the obtaining of satisfactory financing
arrangements by Long Reach, execution of mutually satisfactory post-closing
supply contracts between Blue Giant and Clark, and other customary conditions.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TBM HOLDINGS, INC.
Dated: September 22, 2000 By: /s/ William A. Schwartz
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William A. Schwartz
President
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