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) December 19, 1996
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AMERICAN STUDIOS, INC.
(exact name of registrant as specified in its charter)
North Carolina 0-20510 56-1758321
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
11001 Park Charlotte Boulevard, Charlotte North Carolina 28273
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (704) 588-4351
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(Former name or former address, if changes since last report).
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ITEM 5. OTHER EVENTS
On December 18, 1996, American Studios, Inc. issued the attached Press Release.
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FOR IMMEDIATE RELEASE
December 18, 1996
PCA INTERNATIONAL, INC. and AMERICAN STUDIOS, INC.
Executive Definitive Agreement for PCA to Acquire ASI at $2.50 Per Share
Matthews, North Carolina, December 18, 1996 - PCA International, Inc. (NASDAQ:
PCAI) and American Studios, Inc. (NASDDAQ: AMST) announced today that they have
entered into a definitive agreement on December 17, 1996, under which PCA will
acquire American Studios for $2.50 per share in cash. The total purchase price
offered by PCA for the approximately 21.4 million shares of American Studios
outstanding, plus assumption of debt and capital lease obligations, is
approximately $66 million.
The transaction has been unanimously approved by the Boards of Directors of both
companies. Under the agreement, a subsidiary of PCA will commence a cash tender
offer for all American Studios shares at $2.50 per share. Consummation of the
tender offer will be subject to, among other things, the tender of a majority of
the outstanding shares on a fully diluted basis and the expiration or
termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976. The tender offer is to be followed by a merger
pursuant to which each remaining share will be converted into the right to
receive the cash price per share paid in the offer.
PCA also stated that it has entered into agreements with certain members of
management and other stockholders of American Studios pursuant to which such
persons owning an aggregate of approximately 57% of the current outstanding
shares have agreed to tender their shares into PCA's offer. Included in such
amount, such persons owning an aggregate of approximately 46% of the current
outstanding shares have granted PCA an option to purchase such shares under
certain circumstances. In addition, certain members of management of American
Studios have entered into non-compete and employment agreements with PCA to
become effective upon closing of the offer.
NationsBank, N.A., and NationsBanc Capital Markets, Inc., have delivered to PCA
a commitment letter providing for the arrangement and syndication of credit
facilities in an aggregate principal amount of up to $100 million. The credit
facilities will be available to finance the tender offer and merger and to
provide for working capital and general corporate purposes.
The tender offer will be made only pursuant to definitive offering documents,
which will be filed with the Securities and Exchange Commission and mailed to
stockholders of American Studios promptly.
American Studios provides portrait photography services in approximately 2,000
Wal*Mart stores in the United States and Mexico. American Studios operates
approximately 850 permanent studios with traveling portrait promotions conducted
periodically in the remaining Wal*Mart stores it services. The company also
provides traveling fashion photography services in selected Wal*Mart stores.
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PCA International, Inc., provides professional portrait services in 1,577
permanent studios in the United States, Canada, and Puerto Rico. PCA presently
operates 1,376 studios in K-mart stores in the United States and Puerto Rico; 87
studios in Wal*Mart stores in the United States, Canada, and Puerto Rico; and
114 studios in PETsMART stores in the United States and Canada.
CONTACTS:
Bruce A. Fisher Shawn W. Poole
Senior Vice President Executive Vice President
Chief Financial Officer Chief Financial Officer
PCA International, Inc. American Studios, Inc.
(704) 847-8011, Ext. 2404 (704) 588-4351, Ext. 5310
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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.
AMERICAN STUDIOS, INC.
(Registrant)
/S/ Shawn W. Poole
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Shawn W. Poole
Chief Financial Officer (Principal
Financial Officer and Principal
Accounting Officer)
Dated: December 19, 1996
