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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) November 29, 2000
OAKHURST COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-19450 25-1655321
(State or other (Commission File (I.R.S. Employer
jurisdiction Number) Identification No.)
of incorporation)
2751 Centerville Road
Suite 3131
Wilmington, Delaware 19803
(Address of (Zip code)
principal executive
offices)
Registrant's telephone number, including area code: (302) 478-9170
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Item 2. Acquisition or Disposition of Assets
Effective November 29, 2000, the Company's wholly-owned subsidiary, Dowling's
Fleet Service Co., Inc.("DFS") merged with and into A.C.F. Acquisition, Inc., a
wholly-owned subsidiary of A.C.F. Imports, Inc. At the closing, the shares of
DFS held by the Company were converted into the right to receive the merger
consideration, which consisted of $1.00 in cash and the payment by A.C.F.
Acquisition, Inc. of the balance (including principal and accrued interest) of
the debt of the Company to its senior lender that was secured by DFS' assets.
The merger consideration was determined through arms length negotiations and
reflected continued operating losses suffered by DFS.
A.C.F. Imports, Inc. is a private company involved in the manufacture and import
of automotive radiators. DFS is a wholesale distributor of automotive radiators.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
99 Press Release Dated December 5, 2000.
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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.
Oakhurst Company, Inc.
/s/ MAARTEN D. HEMSLEY
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Date: December 5, 2000 By: Maarten D. Hemsley
Chief Financial Officer
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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99 Press Release Dated December 5, 2000
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