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): December 31, 1996
Efficiency Lodge, Inc.
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(Exact name of Registrant as Specified in its Charter)
Georgia 0-2290 58-0898219
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(State or other Jurisdiction of (Commission (IRS Employer
Incorporation or Organization) File Number) Identification No.)
Efficiency Lodge, Inc.
928 Bankhead Highway
Mableton, Georgia 30059
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (770) 948-2447
Southern Acceptance Corporation
277 Pat Mell Road, Suite A
Marietta, Georgia 30060
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(Former name or former address, if changed since last report)<PAGE>
All references herein to the "Proxy Statement" refer to the
Proxy Statement dated October 8, 1996 of Southern Acceptance
Corporation, a Georgia corporation, ("SAC"), as filed with the
Commission on October 8, 1996, and incorporated herein by
reference to Exhibit 99. With respect to each document referred
to herein and filed with the Securities and Exchange Commission
as an exhibit to this report, reference is made to the exhibit
for a more complete description of the matter involved, and each
such statement shall be deemed qualified in its entirety by such
reference.
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On December 31, 1996, the Registrant completed a merger of Efficiency
Lodge, Inc. ("ELI") with and into the Registrant (the "Merger"), pursuant
to the terms of the Agreement and Plan of Merger, dated as of January 22,
1996, as amended, by and between SAC and ELI (the "Merger Agreement").
Pursuant to the terms of the Merger Agreement, every one hundred shares
of outstanding pre-Merger common stock of the Registrant was exchanged
for one share of post-Merger common stock in the surviving corporation,
each outstanding share of ELI common stock was exchanged for 1,102.6
shares of the common stock of the surviving corporation, and the
Registrant, as the surviving corporation, changed its name from "Southern
Acceptance Corporation" to "Efficiency Lodge, Inc." To avoid the
existence of fractional shares, shareholders otherwise entitled to
receive a fractional share of the Registrant's common stock following the
one-for-one hundred conversion of common stock instead received $.10 in
cash multiplied by the number of unconverted shares held by such
shareholder.
As a result of the reverse stock split which was part of the Merger, the
issued and outstanding common stock of the Registrant was reduced from
5,238,905 shares to approximately 1,043,684 shares. W. Ray Barnes and
Roy E. Barnes, the two former ELI shareholders, each received 496,170
shares of the Registrant's Common Stock and now own approximately ninety-
five per cent (95%) of the outstanding shares of the Registrant. Holders
of one hundred per cent (100%) of the Registrant's issued and outstanding
shares before the Merger own approximately five per cent (5%) of the
Registrant's issued and outstanding shares after the Merger.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
SHAREHOLDER APPROVAL OF THE MERGER AGREEMENT AND CONSUMMATION OF
THE MERGER.
At a special shareholders' meeting held on December 3, 1996,
the SAC shareholders approved the Merger Agreement pursuant to
which ELI was merged with and into SAC. The Merger became
effective on December 31, 1996 (the 'Effective Time') when a
Certificate of Merger was filed by the Registrant with the
Secretary of State of Georgia. The Merger described above is
qualified in its entirety by (i) the full text of the Merger
Agreement, a copy of which is incorporated herein by reference to
Exhibit 2.1 hereto, and (ii) the Proxy Statement.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
FINANCIAL STATEMENTS AND PRO FORMA FINANCIAL INFORMATION.
Financial statements and pro forma financial information provided
in the Proxy Statement are incorporated herein by reference to
the Proxy Statement, and additional required financial statements
and pro forma financial information will be filed with an
amendment to this report on or before February 15, 1997.
EXHIBITS.
2.1 Agreement and Plan of Merger dated as of January 22, 1996,
as amended, by and among Southern Acceptance Corporation and
Efficiency Lodge, Inc., with all exhibits thereto (incorporated
by reference from the Southern Acceptance Corporation Proxy
Statement, as filed with the Commission on October 8, 1996).
99 Southern Acceptance Corporation Proxy Statement filed with
the Commission on October 8, 1996 (incorporated by reference)
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.
EFFICIENCY LODGE, INC.
By: /s/ W. Ray Barnes
W. Ray Barnes
President Secretary-Treasurer
January 14, 1997
Date
