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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): April 25, 1996
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CEDAR GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-10372 23-2577796
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State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation or
organization
500 Rue Notre Dame,
Lachine
Quebec, H8S 2B2
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(Address of principal executive office)
Registrant's telephone number: (514) 634-3550
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On April 25, 1996, Cedar Group Canada Inc ("CGC"), a Canadian
corporation and a wholly-owned subsidiary of Cedar Group, Inc. (the
"Registrant"), agreed in principle to purchase, in a privitization involving
the Quebec provincial government, the outstanding capital stock of
Groupe MIL Inc. ("MIL") from Societe Generale de Financement ("SGF") for Cdn.
$1. MIL has three subsidiaries: MIL Davie Inc., a shipbuilding and ship repair
facility with over 1,000,000 square feet of manufacturing space fabricating
industrial components for a variety of industries; Intermodal Inc., a designer
and manufacturer of road-rail interchangeable systems; and MIL Systems Inc., an
engineering company specializing in advanced ship design software, naval
systems and global telecommunications. The Registrant plans for MIL to
continue its present course of business under its control.
SGF has agreed to assume all existing and contingent liabilities of MIL
and to contribute Cdn. $25 million to modernize facilities and provide working
capital. CGC has, subject to market conditions, agreed to contribute, or have
other third party investors invest up to Cdn. $60 million in the ensuing five
year period, with SGF conributing 25% of funds invested. CGC and SGF will be
formalizing the transaction in a definitive agreement of purchase and sale with
effect as at March 31, 1996.
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MIL's assets consist of cash, accounts receivable, inventories and
property, plant and equipment.
The Consideration paid by CGC was determined by negotiation with SGF.
No material relationship existed between SGF and the Registrant or any
of its affiliates, any director or officer of the Registrant, or any associate
of any such director or officer.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
It is impracticable at the time of the filing of this Current
Report to provide the required financial statements for MIL. Accordingly, the
Registrant will file the required financial statements under cover of an
Amendment to this Current Report on Form 8-K as soon as practicable, but in any
event, not later than 60 days after the date on which this Current Report must
be filed with the Commission.
(b) Proforma financial information.
It is impracticable at the time of the filing of this Current
Report for the Registrant to provide the proforma financial information
required by Regulation S-X. Accordingly, the Registrant will file the required
proforma financial information under cover of an Amendment to this Current
Report on Form 8-K as soon as practicable, but in any event, not later than 60
days after this Current Report must be filed with the Commission.
(c) Exhibits (referenced to Item 601 of Regulations S-K).
None.
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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.
CEDAR GROUP, INC.
Dated: May 8, 1996 By: /S/ Michel L. Marengere
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Michel L. Marengere,
Chairman and CEO
(Chief Executive Officer)
