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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 8, 1995
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FUQUA ENTERPRISES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-5091 13-1988043
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification
Suite 5000, One Atlantic Center, 1201 West Peachtree Street, Atlanta, GA 30309
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(Address, including zip code, of principal executive offices)
(404) 815-2000
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(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On November 8, 1995, Fuqua Enterprises, Inc. ("Fuqua") consummated the
acquisition of all of the outstanding shares of capital stock of Basic American
Medical Products, Inc. ("Basic") (the "Acquisition") as contemplated in the
Agreement and Plan of Merger, dated as of October 6, 1995, by and among Basic,
BA Acquisition Corporation, Fuqua and with respect to Articles 7, 12 and 13
thereof, Gene J. Minotto (the "Merger Agreement"). Fuqua paid the shareholders
of Basic approximately $2,500,000 in cash and issued 600,000 shares of Fuqua
Common Stock to Gene J. Minotto, the controlling shareholder of Basic (the
"Shares"). Fuqua paid the cash from borrowings under its revolving credit
facility with SunTrust Bank, Atlanta, as agent for the participant banks in the
credit facility. As a result of the Merger, Mr. Minotto owns approximately
13.5% of the outstanding Common Stock of Fuqua. In connection with the Merger,
Fuqua entered into a Registration Rights Agreement with Mr. Minotto pursuant to
which Fuqua is obligated to effect the registration of the Shares under certain
circumstances.
The purchase price was determined based upon an evaluation of the
business of Basic and the results of negotiations conducted by management under
the direction and supervision of the Board of Directors.
Basic, which is now a wholly-owned subsidiary of Fuqua, is a
manufacturer and distributor of health care equipment for the acute, long-term
and home health care industries. Fuqua intends to use the property, plant and
equipment and other physical property purchased in the Acquisition for the same
purposes following the consummation of the Acquisition.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
Fuqua has determined that it is impracticable to provide the
required financial statements of Basic prepared in accordance with Regulation
S-X with this Report. Fuqua will file the required financial statements by
amendment to this Report as soon as practicable but not later than 60 days
after this Current Report on Form 8-K must be filed.
(b) Pro Forma Financial Information.
Fuqua has determined that it is impracticable to provide the
required pro forma financial statements with this Report. Fuqua will file such
pro forma financial statements by amendment to this Report as soon as
practicable but in no event later than 60 days after this Current Report on
Form 8-K must be filed.
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(c) Exhibits.
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EXHIBITS INCORPORATED HEREIN BY REFERENCE
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DESIGNATION OF DOCUMENT WITH WHICH DESIGNATION OF
EXHIBIT IN THIS EXHIBIT WAS PREVIOUSLY SUCH EXHIBIT IN
FORM 8-K. DESCRIPTION OF EXHIBITS FILED WITH COMMISSION THAT DOCUMENT
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2 Agreement and Plan of Merger by Quarterly Report of 2(a)
and among Basic American Medical Form 10-Q for the
Products, Inc., BA Acquisition quarterly period ended
Corporation and Fuqua Enterprises, September 30, 1995
Inc. and with respect to Articles
7, 12 and 13 thereof, Gene J.
Minotto, dated as of October 6,
1995
99.1 Registration Rights Agreement by Quarterly Report of 10
and among Fuqua Enterprises, Form 10-Q for the
Inc. and Gene J. Minotto, dated quarterly period ended
November 8, 1995 September 30, 1995
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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 hereunto duly authorized.
FUQUA ENTERPRISES, INC.
(Registrant)
By: /s/ Brady W. Mullinax, Jr.
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Brady W. Mullinax, Jr.,
Vice President-Finance, Treasurer
and Chief Financial Officer
(Principal Financial and
Date: November 20, 1995 Accounting Officer and
Executive Officer duly
authorized to sign on behalf
of the Registrant)
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