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
Date of Report (Date of earliest event reported): March 31, 1999
LUCOR,INC.
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(Exact name of registrant as specified in its charter)
FLORIDA 0-25164 65-0195255
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
790 Pershing Road, Raleigh, North Carolina 27608
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: 919-828-9511
Item 2. Acquisition or Disposition of Assets
On March 31, 1999, pursuant to Purchase Agreements dated March 31, 1999,
between Lucor, Inc. (the "Company") and Q Lube, Inc. and Jiffy Lube
International, Inc., the Company acquired 20 Q Lube facilities located in the
markets of Cincinnati, Ohio, Dayton, Ohio, Lansing, Michigan, and Nashville,
Tennessee where the Company currently operates a substantial number of Jiffy
Lube service centers. In addition, the Company has agreed to acquire 53 Jiffy
Lube and Q Lube service centers in the Atlanta, Georgia area on April 30, 1999.
The Company will be transforming the Q Lube service centers into Jiffy Lube
service centers with the Jiffy Lube trademark. The Company acquired or will
acquire all of the equipment, tools, point of sale computer equipment, and
inventory of the service centers. The service centers will all be leased under
lease agreements signed with Jiffy Lube International, Inc. The chart below
summarizes the number of service centers which will be acquired by the Company:
CURRENT TOTAL
# OF ADDED # OF
REGION STORES STORES STORES
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Atlanta, Georgia 0 53 53
Cincinnati, Ohio 22 5 27
Dayton, Ohio 14 6 20
Lansing, Michigan 7 1 8
Nashville, TN 8 8 16
The Company operated 122 "Jiffy Lube" service centers in seven different
states comprising eight different DMA's (geographic Designated Marketing Areas)
as of March 31, 1999. After this acquisition, the Company will operate 195
service centers in eight states and nine DMA's. The total purchase price is
approximately $5,000,000. The Company has also planned to spend substantial
amounts for additional equipment and capital improvements in order to bring
these new facilities up to its standards.
The purchase price for this acquisition and funds to purchase additional
equipment and capital improvements is expected to be funded primarily through
funds borrowed through a loan and security agreement with Enterprise Mortgage
Acceptance Company, LLC. The Company has not finalized the loan agreement at
this time. There can be no assurance that the Company will be able to finalize
the loan.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired. The Registrant will file
the appropriate financial information relating to the acquiring assets under
cover of an amendment to this Current Report on Form 8-K as soon as practicable,
but in no event later than 60 days after the date on which this Current Report
on Form 8-K was required to be filed.
(b) Pro Forma Financial Information. The Registrant will file the
required pro forma financial information under the cover of an amendment to
this Current Report on Form 8-K as soon as practicable, but in no event later
than 60 days after the date on which this Current Report on Form 8-K was
required to be filed.
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.
Dated: April 14, 1999 Lucor, Inc.
By: /s/ Kendall A. Carr
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Kendall A. Carr
Chief Financial Officer
