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): July 1, 1996
AMBAR, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-19679 72-0900435
(State of incorporation) (Commission File No.) (IRS Employer
Identification No.)
221 Rue de Jean, Lafayette, Louisiana 70508
(Address of principal executive offices - zip code)
Registrant's telephone number, including area code: (318) 237-5300
Item 1. Changes in Control of Registrant.
(a) On July 2, 1996, the Registrant issued the following press
release:
FOR IMMEDIATE RELEASE
Contact: Barry N. Huntsman
Tuesday, July 2, 1996 (318) 237-5300
AMBAR ANNOUNCES AGREEMENT TO BE ACQUIRED
BY THE BEACON GROUP ENERGY INVESTMENT FUND, L.P.
LAFAYETTE, LA., July 1, 1996 -- AMBAR, Inc. (NASDAQ:
AMBR) announced today that it has executed a definite
agreement with The Beacon Group Energy Investment Fund, L.P.
for the acquisition of all of its common shares.
Under the agreement, an affiliate of the Beacon fund
will commence a tender offer for all of AMBAR's shares at a
price of $18 per share. Following the successful completion
of the tender offer, the remaining shares will be acquired
at the same price through a merger with the Beacon
affiliate.
In connection with the merger agreement, Beacon has
also entered into an agreement to purchase the 51% of
AMBAR's shares currently owned by Randolph M. Moity, the
company's Chairman, President and Chief Executive Officer
and the 6% of AMBAR's shares owned by Kenneth J. Boutte, an
AMBAR director.
AMBAR's Board of Directors has approved the tender
offer, merger and stock purchase agreements and has
recommended that AMBAR's stockholders accept the tender
offer. The Board has received the opinion of Raymond James
& Associates, Inc. that the transaction is fair, from a
financial point of view, to the company's stockholders. The
tender offer and merger are subject to various conditions,
including that at least 90% of the company's outstanding
shares be tendered.
Mr. Moity noted that "This acquisition provides a very
attractive cash price to our stockholders and recognizes the
value we at AMBAR have created. The Board of Directors of
the company is pleased to recommend unanimously the
transaction to the company's stockholders."
AMBAR designs, blends and markets certain fluids and
chemicals, and provides environmental services, primarily
along the Louisiana and Texas Gulf Coast.
The Beacon Group Energy Investment Fund, L.P. is a $658
million equity limited partnership focused on strategic
investments in the energy industry. It is affiliated with
The Beacon Group, a private investment partnership in New
York, which is also engaged in non-energy investments
through this Focus Value Fund and provides strategic
advisory services to public and private companies.
(b) On July 9, 1996, the Registrant filed with the
Commission and mailed to its stockholders a
Solicitation/Recommendation Statement on Schedule 14D-9
describing the material terms of the proposed transaction
and the recommendation of the Board of Directors of the
Registrant. The Schedule 14D-9 is incorporated by reference
herein.
Items 2-6. Not applicable.
Item 7. Financial Statements and Exhibits
Financial Statements.
Not Applicable.
Exhibits.
20 Solicitation/Recommendation Statement on
Schedule 14D-9. (Incorporated by reference
to the Company's Solicitation/Recommendation
Statement on Schedule 14D-9 filed with the
Commission on July 9, 1996).
99.1 Agreement and Plan of Merger dated as of July
1, 1996 among AMBAR, Inc., AI Partners L.P.
and AI Acquisition Corp. (Incorporated by
reference to the Company's
Solicitation/Recommendation Statement on
Schedule 14D-9 filed with the Commission on
July 9, 1996).
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 thereunto duly authorized.
AMBAR, INC.
By: /s/Barry N. Huntsman
________________________________
Barry N. Huntsman
Treasurer and Chief Financial
Officer
Date: July 16, 1996
EXHIBIT INDEX
Exhibit No. Description
20 Solicitation/Recommendation Statement on Schedule
14D-9. (Incorporated by reference to the Company's
Solicitation/Recommendation Statement on Schedule
14D-9 filed with the Commission on July 9, 1996).
99.1 Agreement and Plan of Merger dated as of July 1,
1996 among AMBAR, Inc., AI Partners L.P. and
AI Acquisition Corp. (Incorporated by reference
to the Company's Solicitation/Recommendation
Statement on Schedule 14D-9 filed with the
Commission on July 9, 1996).
