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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): September 22, 1998
GOLDEN EAGLE GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-11480 65-0353755
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
120 Standifer Drive
Humble, Texas 77338
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (281) 446-2656
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ITEM 5. OTHER EVENTS.
On September 23, 1998, Golden Eagle Group, Inc. (the "COMPANY") announced
that it has entered into a binding agreement (the "MERGER Agreement"), subject
to customary terms and conditions, to merge (the "Merger") with Seko Newco, Inc.
("MERGER SUB"), an indirect wholly-owned subsidiary of USFreightways
Corporation. Pursuant to the terms of the Merger Agreement, Merger Sub will
merge with and into the Company, with the Company as the surviving corporation.
The terms of the Merger Agreement provide that upon consummation of the Merger,
the outstanding shares of Common Stock, par value $0.01, of the Company
("Company Common Stock") will be converted into the right to receive $4.45 in
cash per share, without interest. In addition, each option and warrant to
purchase Company Common Stock outstanding at the effective time of the Merger
will be converted into the right to receive in cash, without interest, in an
amount equal to the difference between $4.45 and the exercise price provided for
thereunder for each share purchasable thereby. The closing of the Merger is
expected to occur in October 1998, subject to the satisfaction of certain
closing conditions.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GOLDEN EAGLE GROUP, INC.
Date: September 25, 1998 By: /s/ DONALD A. NORDORFT
Donald A. Nodorft
Chief Financial Officer
