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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): May 22, 1996
RYMAC Mortgage Investment Corporation
(Exact name of Registrant as specified in its charter)
Maryland 1-10001 25-1577534
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
100 North Fourth Street, Suite 813
Steubenville, Ohio 43952
(Address of principal executive offices)
Registrant's telephone number, including area code: (800) 666-6960
Former address: 500 Market Street, Suite 600
Steubenville, Ohio 43952
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Item 5. Other Events.
On May 15, 1996, RYMAC Mortgage Investment Corporation (the
"Company") and Navistar International Transportation Corp.
("Navistar") announced that they had reached an agreement in
principle concerning the purchase by the Company (the
"Acquisition") of Navistar's Columbus Plastics Operation, which
manufactures large sheet molding compound components and is located
in Columbus, Ohio.
The obligation of either party to proceed with the Acquisition is
subject to the negotiation and execution by the Company and
Navistar of a mutually acceptable definitive purchase agreement.
In the event an agreement is executed, consummation of the
transaction will be subject to approval by the Board of Directors
of each of the Company and Navistar, approval by the Company's
stockholders, and such other terms and conditions as may be set
forth in such purchase agreement. If an agreement is successfully
concluded and all conditions set forth therein are satisfied, it is
expected that the Acquisition will be consummated in late summer
1996. The May 13, 1996 agreement in principle between the Company
and Navistar is incorporated into this document as an exhibit under
Item 7.
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Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a.) Financial Statements of Business Acquired
None
(b.) Pro Forma Financial Information
None
(c.) Exhibits
Exhibit 99.1 Additional Exhibits - Agreement in Principle
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SIGNATURE
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, thereto duly authorized.
RYMAC Mortgage Investment Corporation
(Registrant)
By: /s/ Richard R. Conte
Richard R. Conte, Chairman of the
Board, Chief Executive Officer and
Principal Financial Officer
Date: May 22, 1996
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RYMAC MORTGAGE INVESTMENT CORPORATION
EXHIBITS
filed with
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of Report: May 22, 1996
Commission File No. 1-10001
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RYMAC MORTGAGE INVESTMENT CORPORATION
Exhibit Index
to
Exhibits filed with Current Report on Form 8-K
May 22, 1996
Exhibit No. Description
----------- -----------
99.1 Agreement in Principle
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EXHIBIT 99.1 AGREEMENT IN PRINCIPLE
This Agreement in Principle (this "Agreement") is dated as
of May 13, 1996 and is between Navistar International
Transportation Corp. (the "Seller") and RYMAC Mortgage Investment
Corporation ("Buyer").
This Agreement, together with the Term Sheet attached as
Annex I hereto (collectively, "the Agreement"), outlines some of
the general terms and conditions on which the parties are willing
to proceed to attempt to consummate the sale by Seller to Buyer of
Seller's right, title and interest in substantially all of the
assets of Columbus Plastics, a division of Seller ("CP").
Based on the terms and conditions set forth in the
Agreement, Buyer and Seller agree to work diligently to complete
and sign a mutually agreeable definitive purchase agreement between
Buyer and Seller by May 31, 1996; if the definitive agreement is
not signed on or before that date, then either Buyer or Seller may,
in its sole discretion and upon notice to the other elect to
terminate the transaction described in the Agreement immediately
and without any obligation to the other party except for any breach
of the obligations set forth below in the fourth paragraph of this
Agreement in Principle. Nothing contained herein shall operate or
be deemed to be an acceptance by Buyer of all of the terms and
conditions of the draft purchase agreement previously distributed
to Buyer nor as an acceptance by Seller of any proposed changes to
the terms thereof previously presented to Seller.
Except as required by applicable law (and then only upon
prior notice and consultation with the other party to the extent
practicable), no announcement shall be made in respect of the
subject matter of this Agreement without the prior express approval
of Buyer and Seller. Nothing contained in the Agreement shall
limit or otherwise modify Buyer's obligations under the
confidentiality agreement it signed with Seller relating to the
subject matter hereof.
Whether or not the transactions contemplated by the
Agreement are consummated, except as otherwise set forth in the
definitive purchase agreement, all costs and expenses incurred in
connection with the Agreement and the transactions contemplated
thereby shall be paid by the party incurring such costs or
expenses.
The Agreement may be amended or modified only by the
written agreement of Buyer and Seller. The Agreement and any
rights and obligations hereunder and thereunder is for the sole
benefit of the parties hereto and nothing herein express or implied
shall give or be construed to give any person or entity, other than
the parties hereto, any legal or equitable rights hereunder or
thereunder.
This Agreement in Principle is made on the understanding
that, apart from the fourth paragraph of this Agreement, which
shall be of immediate binding effect, the Agreement is non-binding
and subject to the entering into of a mutually acceptable
definitive purchase agreement and related documents thereto.
The undersigned parties have executed this Agreement as of
the date first written above.
NAVISTAR INTERNATIONAL
TRANSPORTATION CORP.
By: /s/ Thomas M. Hough
Thomas M. Hough
Vice President and Treasurer
RYMAC MORTGAGE INVESTMENT
CORPORATION
By: /s/ Richard R. Conte
Richard R. Conte
Chief Executive Officer
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ANNEX I
T E R M S H E E T
Assets: Buyer will acquire Seller's rights, title
and interest in substantially all of the
assets related exclusively to the business
of CP on an "as is, where is" basis as of
the closing date.
Liabilities: Buyer will assume substantially all of the
obligations and liabilities of Seller
relating to the business of CP reflected
on the closing date balance sheet of the
CP business and all claims or liabilities
relating to the business of CP incurred
from and after the closing date.
Purchase Price: $50 million to be apportioned between cash
and a note depending on Buyer's ability to
obtain bank financing as described below,
together with common stock of Buyer equal
to 4,264,000 shares of common stock of
Buyer. The note shall be amortized over a
5 year term at 8% interest and shall be
secured by a first lien on substantially
all of the assets of Buyer, subject to the
requirements of the financing (so long as
such requirements are acceptable to Seller
and Buyer). The Purchase Price will be
adjusted based upon the difference between
net equity of the business of CP as of
January 31, 1996 as reflected on the
financial statements of CP provided to
Buyer and net equity of the business of CP
reflected on the closing date balance
sheet of the CP business. If such
adjustment results in an increase in the
Purchase Price, at Seller's election, such
adjustment may be in the form of issuance
to Seller of additional shares of common
stock of Buyer (valued for purposes of
this adjustment at $2.50 per share) up to
an aggregate amount (together with the
4,264,000 shares issued to Seller as
described above) equal to 45% of the
issued and outstanding common stock of
Buyer on a fully-diluted basis, after
giving effect to the closing and the
payment of fees by Buyer.
Buyer's Closing
Conditions: Customary, including, but not limited to,
completion of due diligence, Buyer and
Seller obtaining all material governmental
and third party approvals (including HSR
approvals, if any), Buyer and Seller
obtaining board of director and (if
applicable) stockholder approval for this
transaction, that there is developed a
financing arrangement that will provide
working capital, expansion project
financing and reduction of the note to
Seller in amounts and with terms and
conditions satisfactory to Buyer and
Seller; and Buyer entering into the
following mutually acceptable agreements
with Seller: transition services
agreement and registration rights
agreement and a supply agreement which
Supply Agreement shall be in the form and
substance attached as Exhibit A hereto
(collectively, the "Ancillary
Agreements").
Seller's Closing
Conditions: Customary, including, but not limited to,
completion of due diligence, Buyer and
Seller obtaining all material governmental
and third party approvals (including HSR
approvals, if any), Buyer and Seller
obtaining board of director and (if
applicable) stockholder approval for this
transaction, Buyer ceasing to qualify as a
REIT, Buyer reincorporating into Delaware
and amending its charter and by-laws in a
manner satisfactory to Seller to provide,
among other things, for supermajority
voting on extraordinary transactions and
appropriate restrictions on transfer to
protect against Section 382 change in
ownership, composition of the board of
directors as of the closing to be as
described below, that there is developed a
financing arrangement that will provide
working capital, expansion project
financing and reduction of the note to
Seller in amounts and with terms and
conditions satisfactory to Buyer and
Seller; and Seller entering into the
Ancillary Agreements with Buyer.
Termination of
Transaction: Either party may terminate the transaction
if closing has not occurred by September
30, 1996.
Board of Directors: The Purchase Agreement will provide that
Buyer shall cause the size of the Board to
be initially fixed at five, consisting at
the closing initially of 2 Buyer
appointees, 1 independent appointee
mutually satisfactory to Buyer and Seller,
and 2 appointees nominated by existing
directors of Buyer.
Employee Matters: Buyer to offer employment to all CP
employees. Buyer to assume collective
bargaining agreement and multiemployer
plan obligations.
