UNITED STATES
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): June 5, 1996
Kelly Russell Studios, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Minnesota
(State or Other Jurisdiction of Incorporation)
0-25754 41-1735795
(Commission File Number) (I.R.S. Employer Identification Number)
2905 Northwest Boulevard, Suite 220
Minneapolis, Minnesota 55441
(Address of Principal Executive Offices) (Zip Code)
612-553-9992
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On May 28, 1996, Kelly Russell Studios, Inc. (the "Company") and OSP
Publishing, Inc. ("OSP") amended the merger agreement dated March 27, 1996 by
executing the Final Amended and Restated Agreement and Plan or Reorganization
dated May 28, 1996 (the Merger Agreement") by and among the Company, OSP, OSP's
subsidiaries The Button Exchange, Ltd. ("BEx") and Stanley DeSantis, Inc.
("SDI"), OSP's shareholders, Global One Distribution & Merchandising Inc.,
("Global One") and Global One's subsidiaries O.S.P. Acquisition Corp., ("OSP
Acquisition"), KRSI Acquisition Corp. ("KRSI Acquisition"), and BEx Acquisition
Corp. ("BEx Acquisition"). The Merger Agreement reflects OSP's decision to
reorganize itself immediately prior to the Company's merger. The Merger
Agreement did not change the consideration to be received by the Company's
shareholders.
Pursuant to the Merger Agreement, Global One has formed three wholly owned
subsidiaries OSP Acquisition, KRSI Acquisition and BEx Acquisition. OSP and BEx
will merger with and into OSP Acquisition and BEx Acquisition, respectively, and
immediately thereafter, the Company will merge with and into KRSI Acquisition.
As a result, Global One will be a holding company for the operations of OSP and
its subsidiary SDI, BEx and the Company.
Item 7. Financial Statements and Exhibits.
(a) Financial statements: None.
(b) Pro forma financial information: None.
(c) Exhibits: None.
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.
Dated: June 5, 1996
KELLY RUSSELL STUDIOS, INC.
By /s/ George J. Vrabeck
George J. Vrabeck, President and Chief
Executive Officer
