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UNITED STATES
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
April 30, 1998
Date of Report (Date of earliest event reported)
WHITE RIVER CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-22604 93-1011071
(State or other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
2 Gannett Drive, Suite 200 10604
White Plains, New York (Zip Code)
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (914) 251-0237
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Item 5. Other Events.
As contemplated by Section 19 of Amendment Number 1 to the Amended and Restated
Agreement and Plan of Merger, dated as of April 6, 1998 (the "Amendment"), which
amended the Amended and Restated Agreement and Plan of Merger, dated as of
December 11, 1997 (the "Merger Agreement"), by and among Demeter Holdings
Corporation ("Demeter"), WRC Merger Corp., WRV Merger Corp., White River
Corporation ("White River"), and White River Ventures Inc., Patrick M. Byrne,
Robert T. Marto, Andrew Delaney, Gordon S. Macklin and Bonnie B. Stewart, each
an officer or director of White River, and John J. Byrne and an individual who
votes certain shares of White River Common Stock (as defined in the Merger
Agreement) for the benefit of John J. Byrne, have entered into a voting
agreement with Demeter, in substantially the form of Exhibit 1 to the Amendment,
pursuant to which such persons have agreed to, among other matters, vote the
shares of White River Common Stock that they own and/or vote in favor of the
Merger Proposal (as defined in the Merger Agreement). The foregoing persons own
and/or vote, in the aggregate, approximately 20% of the White River Common Stock
outstanding.
The Amendment is incorporated herein by reference to Exhibit 2.1. to White
River's Form 8-K dated April 6, 1998.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits
(c) Exhibits
Exhibit 2.1. Amendment Number 1 to the Amended and Restated
Agreement and Plan of Merger, dated as of April 6,
1998, filed by reference to White River's Form 8-K
dated April 6, 1998.
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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.
April 30, 1998
White River Corporation
/s/ Michael E.B. Spicer
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Name: Michael E.B. Spicer
Title: Chief Financial Officer, Corporate
Secretary and Treasurer
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Amendment Number 1 to the Amended and Restated
Agreement and Plan of Merger, dated as of April 6,
1998, filed by reference to White River's Form 8-K
dated April 6, 1998.
