===========================================================================
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) February 28, 2000
(February 23, 2000)
INTERSTATE NATIONAL DEALER SERVICES, INC.
- --------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 1-12938 11-3078398
- --------------------------------------------------------------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
333 Earle Ovington Boulevard, Mitchel Field, New York 11553
- --------------------------------------------------------------------------
(Address of Principal Executive Offices)(Zip Code)
Registrant's telephone number, including area code (516) 228-8600
Not Applicable
- --------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
==========================================================================
Item 5. Other Events.
By covering letter dated February 16, 2000, Steven J. Kumble, Chairman
of Lincolnshire Management, Inc. ("Lincolnshire"), sent a letter addressed to
the Board of Directors of Interstate National Dealer Services, Inc. (the
"Company") and to Chester J. Luby, Cindy H. Luby and Joan S. Luby
(collectively, the "Luby Shareholders"). The letter, which Mr. Kumble calls
an "offer," proposes that an affiliate of Lincolnshire acquire all of the
outstanding common stock of the Company for a price of $9.00 per share. The
proposed transaction, among other conditions, requires the participation of
the Luby Shareholders. Prior to sending this letter, Mr. Kumble did not
obtain concurrence or agreement of the Luby Shareholders to participate in
such a transaction.
After sending his letter, on February 23, 2000, Mr. Kumble (together
with Lincolnshire and another affiliate) filed a Schedule 13D with the
Securities and Exchange Commission disclosing that Mr. Kumble had purchased
30,000 shares of the Company's common stock (or 0.64% of the outstanding
shares) and further disclosing the purported "offer."
While the Company's Board of Directors has been giving appropriate
review to the proposal received from Mr. Kumble, taking into account all of
the circumstances, the Company has responded to Mr. Kumble's letter by
questioning the bona fide nature of the "offer."
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.
Date: Feburary 28, 2000
INTERSTATE NATIONAL DEALER
SERVICES, INC.
By: /s/ Chester J. Luby
-------------------------
Chester J. Luby
Chairman and Chief Executive Officer
