U.S. 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: December 29, 1997
IRON HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
NEVADA
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(State or other jurisdiction of incorporation)
0-24590 84-1275559
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(Commission File No.) (IRS Employer
Identification No.)
88-90 103rd Ave.
Ozone Park, N.Y. 11417
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:
(718) 323-4537
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Item 2. Acquisition and Disposition of Assets.
Effective December 24, 1997, Iron Holdings Corp. (the
"Company") entered into a letter of intent with CRT Corporation
("CRT"), a privately held Nevada corporation, whereby the Company
has agreed in principle to acquire all of the issued and
outstanding shares of CRT, in exchange for issuance by the Company
of previously unissued "restricted" common stock. Simultaneous
thereto, the Company intends to unwind the merger which took place
on or about March 31, 1997 with Iron Holdings Corp., a New York
corporation ("Old Iron"). The Company will cancel all of the
shares previously issued to the shareholders of Old Iron
aggregating 4,500,000 shares as part of the material terms of
unwinding this transaction.
CRT is engaged in the business of (i) manufacturing Mexican
food products to school districts, food services and major retail
outlets throughout the US; (ii) manufacturing and distribution of
frozed yogurt products in Southern California to major dairy
distributors and school districts; and (iii) manufacturing and
distribution of frozen pizzas and related food items to convenience
stores, school districts and food services throughout the
southwestern US. In addition, in September 1997, the Company
acquired certain oil and gas leases in Concho County, Texas. These
businesses are operated through wholly owned subsidiary companies
of CRT. As of CRT's fiscal year ended September 30, 1997, CRT had
total assets of $12,320,830 and shareholders' equity of $7,992,266
(audited).
The relevant terms of the proposed CRT transaction require the
Company to issue to the CRT shareholders an aggregate of 8,748,000
"restricted" common shares, representing 80% of the Company's then
outstanding common stock, in exchange for all of the issued and
outstanding shares of CRT.
The proposed share exchange is subject to satisfaction of
certain conditions, including completion of due diligence
activities, the approval of the transaction by the Company's and
CRT shareholders and confirmation of the financial condition of CRT
by presentation of CRT audited financial statements. The proposed
transaction is expected to close immediately after these conditions
have been satisfied. When the proposed transaction with CRT is
consummated, the present officers and directors of the Company are
expected to resign their respective positions with the Company, to
be replaced by the present management of CRT, or their designees.
A copy of the letter of intent between the Company and CRT is
attached hereto as Exhibit 2.0 and incorporated herein as if set
forth.
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Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits.
2.0 Letter of Intent between the Company and CRT Corporation.
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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 hereunto duly authorized.
IRON HOLDINGS CORP.
By:/s/ Anthony Gurino
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Anthony Gurino,
President
Dated: December 29, 1997
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IRON HOLDINGS CORP.
_______________________
EXHIBIT 2.0
_______________________
LETTER OF INTENT BETWEEN
THE COMPANY AND
CRT CORPORATION
________________________
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Iron Holdings Corp.
88-09 103rd Avenue
Ozone Park, NY 11417
December 24, 1997
Board of Directors
CRT Corporation
1500 Quail St.
Suite 550
Newport Beach, CA 92660
Attention: Louis Cherry, President
Re: Proposed Plan of Reorganization Between Iron Holdings
Corp. and CRT Corporation
Dear Mr. Cherry:
This letter is intended to express the general terms of the Plan of
Merger and Reorganization to be formalized between Iron Holdings
Corp., a Nevada corporation ("IHC") and CRT Corporation, a Nevada
corporation ("CRT"). The objective of our discussions has been the
execution and consummation of applicable formal agreement(s)
between IHC and CRT (the "Merger Agreements") which, among other
things, would provide for the various matters set forth below.
1. Plan of Merger and Reorganization of the Companies. The
board of directors of IHC and CRT have completed an initial
evaluation of the business plan, financial statements and other
relevant corporate documents of the other and have concluded that
an exchange of all of the issued and outstanding securities of IHC
for shares of IHC common stock equal to ownership of 80% of IHC's
outstanding shares would be in the best interest of both companies.
It is the intent of the parties hereto that the proposed share
exchange of IHC and IHC be effected as a tax-free reverse merger
pursuant to Section 368 of the Internal Revenue Code of 1986, as
amended.
2. Terms of Merger.
(A) CRT's Capitalization. CRT's total authorized
capital stock consists of 25,000,000 shares of Common Stock, par
value $0.001 per share. No Preferred Shares are authorized. As of
the date hereof and as of the Closing Date, as hereinafter defined,
CRT shall have 4,695,228 common shares issued and outstanding. The
number of CRT shares issued and outstanding may be increased or
decreased prior to the Cloosing Date, but if so changed, the number
of shares to be issued by IHC to the CRT shareholders, as
referenced in Paragraph 2(D), below.
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Board of Directors
CRT Corporation
December 24, 1997
Page 2
(B) IHC's Capitalization. IHC's total authorized
capital consists of 50,000,000 Common Shares, $0.01 par value per
share, and 5,000,000 Preferred Shares, $0.01 par value per share.
As of the date hereof, IHC has 6,687,000 common shares issued and
outstanding. As of the date hereof, no shares of Preferred Stock
are issued or outstanding. As of the Closing Date, as hereinafter
defined, there will be 2,187,000 common shares issued and
outstanding as a result of a "roll-out" and unwinding of a
transaction between IHC and Iron Holdings Corp., a New York
corporation ("Old IHC").
(C) Special Board and Shareholder Meetings.
(i) Prior to Closing, the Board of Directors of IHC will
either obtain the consent of a minimum of those IHC
shareholders constituting a majority of the issued
and outstanding common stock of IHC or otherwise
call a special meeting of the IHC shareholders for
the purposes of: (a) ratifying the transaction
proposed herein; (b) amending the IHC Articles of
Incorporation, to change the name of IHC to "CRT
Holding Corporation", or such other name as may be
available and acceptable to the present IHC Board of
Directors; (c) authorizing the unwinding of the IHC
-Old IHC transaction; and (d) providing applicable
dissenter's rights afforded to the IHC Shareholders
pursuant to the laws of the State of Nevada; and (e)
undertaking any additional amendments to the IHC
Articles of Incorporation reasonably requested by
the IHC Board of Directors and acceptable to the IHC
Board of Directors.
(ii) Prior to Closing, the Board of Directors of CRT
will, if required or deemed advisable by CRT, (a)
call a special meeting of the CRT shareholders for
the purposes of ratifying the transaction proposed
herein, including providing applicable dissenter's
rights afforded to the CRT Shareholders pursuant to
the laws of the State of Nevada; and (b) take all
additional action necessary to cause the intent of
this letter to be adopted and ratified.
(D) Merger. Subject to the approval of the terms and
conditions contained herein by a lawful number of the IHC and CRT
shareholders, on or before January 31, 1998 IHC shall consummate a
merger with CRT with IHC emerging as the surviving entity by the
CRT shareholder exchanging all of the issued and outstanding CRT
common shares owned by them for 8,748,000 "restricted" Common
Shares of IHC (the "Closing" or "Closing Date").
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Board of Directors
CRT Corporation
December 24, 1997
Page 3
(E) Officers and Directors. At Closing, the present
officers and directors of IHC shall deliver to CRT their respective
letters of resignation, along with certified minutes of the IHC
Board of Directors accepting such resignation and appointing to the
IHC Board those persons designated by CRT to be officers and
directors of the surviving entity herein.
3. Financial Condition of IHC. Except as provided herein,
as of the Closing Date, IHC's balance sheet will reflect assets of
$100,000 in cash and a promissory note payable to the Company in
the principal amount of $400,000. There will not be any
liabilities.
4. Financial Condition of CRT. CRT has provided to IHC its
audited balance sheet for the fiscal year ended September 30, 1997,
which indicates total assets of $12,320,830 and shareholders'
equity of $7,992,266. On the Closing Date, the relevant Closing
documents shall provide representations and warranties by CRT that
its financial condition shall not experience any negative deviation
from the September 30, 1997 audited financial statements. For
purposes herein, negative deviation is hereby defined as 10% or
more.
5. Conditions to Closing.
(A) Closing. The Closing of the transaction proposed
herein shall take place on or before January 31, 1998 (unless
extended by the mutual consent of the parties hereto) and as soon
as practical after the respective shareholders of IHC and CRT
approve the terms included herein. The Closing shall take place in
Aurora, Colorado at the offices of legal counsel for IHC, Andrew I.
Telsey, P.C., 2851 S. Parker Road, Suite 720, Aurora, Colorado
80014, or such other location as the parties may so agree. At the
discretion of the parties hereto, Closing may also occur via
telephonic means.
(B) To Be Provided by IHC. At or prior to Closing, IHC
shall provide to the present Board of Directors of IHC the
following:
(i) a financial audit of it's books as of September 30,
1997 and unaudited financial statements for those
interim periods and applicable proforma financial
statements as required to be provided the SEC under
Regulation SB, promulgated under the Securities Act
of 1933, as amended, which shall be prepared in
accordance with Generally Accepted Accounting
Principles and provided by an independent, SEC
Certified Public Accountant and such audit shall
demonstrate balance sheet information consistent
with the financial information provided to IHC by
CRT prior to Closing; and
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Board of Directors
CRT Corporation
December 24, 1997
Page 4
(ii) an investment letter in a form acceptable to counsel
to IHC, duly executed by each CRT shareholder,
acknowledging that each such shareholder is
exchanging their respective securities of CRT for
their pro rata applicable number of IHC common
shares, that such shares to be acquired by each CRT
shareholder are solely for their account and for
investment and they have no plan, intention,
contract, understanding, agreement or arrangement
with any person to sell, assign, pledge, hypothecate
or otherwise transfer to any person such shares, or
any portion thereof.
(C) Non-Delivery. Failure by CRT to provide those items
described hereinabove, or failure of said audit to confirm the
financial condition of CRT as represented herein, shall render this
proposed transaction voidable at the discretion of the present
Board of Directors of IHC. For purposes herein, any deviation in
excess of 10% shall be construed as conforming with the financial
condition of IHC represented herein.
(D) Representations of IHC. IHC hereby represents that,
as of the Closing date, it shall be current in all filings required
to be tendered to the Securities and Exchange Commission ("SEC")
pursuant to the Securities Exchange Act of 1934, as amended,
including but not limited to, filings on Forms 10-K, 10-KSB, 10-Q
and/or 10-QSB.
6. Preparation of Information Statement. In the event IHC
shareholder approval is obtained by consent, management of IHC, as
successor management to IHC's present Board of Directors, shall
cause to be prepared and disseminated to any non-voting IHC
shareholder an Information Statement prepared in accordance with
the Securities Act of 1933, as amended, and the relevant proxy
rules contained therein.
7. Default. In the event CRT fails to perform pursuant to
Paragraphs 4 or 5, above, or close the transaction without the
fault of IHC, CRT shall be responsible for payment of all
reasonable costs incurred by IHC, including but not limited to
attorneys fees, due diligence costs, costs related to proxy
solicitation and such other costs as may be incurred directly
relating to this proposed transaction. Otherwise, each party
hereto shall be responsible for payment of their own legal,
accounting and any other out-of-pocket expenses reasonably incurred
in connection with this transaction, whether or not this
transaction is consummated, except as provided in Paragraph 9,
hereinbelow.
8. Confidentiality. Upon the signing of this Letter of
Intent, IHC and CRT will provide to each other full access to their
books and records and will furnish financial and operating data and
such other information with respect to their business and assets as
may reasonably be requested from time to time. If the proposed
transaction is not consummated, all parties shall keep confidential
any information (unless ascertainable from
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Board of Directors
CRT Corporation
December 24, 1997
Page 5
public filings or published information), obtained concerning the
other's operations, assets and business.
9. Retainer of Counsel. As a material condition hereto,
upon execution hereof by CRT, CRT shall tender a non-refundable fee
of $25,000 to Andrew I. Telsey, P.C., legal counsel to IHC, $15,000
of which shall be due and payable within ten (10) days after the
date hereof, with the remaining balance of $10,000 on the earlier
of either thirty (30) days thereafter or the Closing Date of the
transaction described herein, in order to allow such counsel to
commence preparation of all SEC filings and other related
documentation necessary to allow IHC to comply with the rules and
regulations necessary to consummate the transaction proposed
herein. The fee referenced herein, shall constitute the sole
financial obligation of CRT to IHC through the Closing Date of the
transaction described herein.
10. Finders Fees. It is hereby acknowledged that each party
hereto may be responsible for payment of certain finders fees
relating to the transaction proposed herein and that as a further
condition to Closing, as defined herein, each party shall warrant
in such Closing documents that such finders fees have been paid and
further, shall indemnify and hold harmless the other party from
such obligation.
11. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original but
all of which together shall constitute one and the same instrument.
12. Jurisdiction. It is the intention of the parties that
the laws of the State of Colorado govern the determination of the
validity of this Agreement, the construction of its terms and the
interpretation of the rights and duties of the parties.
13. Notices. Any notice relevant herein shall be deemed to
have been sufficiently served for all purposes if delivered
personally to the party to whom the same is directed, or, if sent,
by deposit with the United States mail, certified mail, return
receipt requested, postage prepaid, at such party's address listed
hereinabove, or to such other address as shall be furnished in
writing by any party to the other. Any such notice shall be deemed
to be given three (3) days after deposit in the U.S. mail.
14. Further Action. Each party shall execute and deliver
such papers, documents and instruments, and perform such acts as
are necessary or appropriate to implement the terms hereof and the
intent of the parties hereto.
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Board of Directors
CRT Corporation
December 24, 1997
Page 6
15. Amendments. This Agreement may only be amended by the
mutual consent of all the parties hereto which Amendment shall be
in writing, duly executed by the parties.
If the foregoing accurately reflects your understanding of the
terms and conditions of our agreement please so indicate by signing
below as designated.
Yours truly,
IRON HOLDINGS CORP.
By: s/Anthony Gurino
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Anthony Gurino, President
APPROVED AND ACCEPTED this 24th day of December, 1997.
CRT CORPORATION
By: s/Louis Cherry
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Louis Cherry, President
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