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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 25, 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 November 25, 1996, American Studios, Inc. issued the attached Press Release.
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PCA INTERNATIONAL, INC. AND AMERICAN STUDIOS, INC.
EXECUTE LETTER OF INTENT FOR PCA TO ACQUIRE ASI
AT $2.50 PER SHARE
Charlotte, N.C., November 25, 1996 - PCA International, Inc. (NASDAQ:
PCA1) and American Studios, Inc. (NASDAQ: AMST) announced today that they have
entered into a non-binding letter of intent providing for the acquisition by PCA
of American Studios for $2.50 per share in cash, subject to the approval by the
Boards of Directors of both companies. 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.
Consummation of the transaction is subject to approval of the Boards of
Directors of both companies and execution of a definitive agreement.
Consummation of such agreement will be subject, among other things, to obtaining
required regulatory clearance, as well as other customary conditions.
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.
PCA International, Inc. provides professional portrait services in
1,574 permanent studios in the United States, Canada and Puerto Rico. PCA
presently operates 1,375 studios in Kmart stores in the United States and Puerto
Rico; 85 studios in PETsMart stores in the United States and Canada. In a
separate press release today, PCA announced it's third quarter results.
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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: November 26, 1996
