SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): August 18, 1998
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EFFICIENCY LODGE, INC.
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(Exact name of Registrant as Specified in its Charter)
Georgia 000-02290 58-0898219
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(State or other Jurisdiction of (Commission File (IRS Employer
Incorporation or Organization) Number) Identification No.)
5342 Old Floyd Road
Mableton, Georgia 30126
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(Address of principal executive offices) (Zip code)
928 Bankhead Highway, Mableton, Georgia 30059
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(Former name or former address, if changed since last report)
Registrant's telephone number, including area code: (770) 819-0039
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On August 18, 1998, Efficiency Lodge, Inc. (the "Company") closed
the acquisition of a lodging facility known as Town Center Lodge
("Town Center") through the purchase of substantially all of the
assets of Town Center Lodge, Inc. by Efficiency Lodge (Conduit),
Inc., a wholly-owned subsidiary of the Company. The Company
purchased Town Center pursuant to an agreement dated September
29, 1997 between the Company and Town Center Lodge, Inc. The
Company paid $3,000,000 in cash for the assets, an amount
negotiated at arm's length and based upon management's assessment
of the value of those assets. The purchase price was paid from
the proceeds of a loan from Belgravia Capital Corporation. Town
Center was operated as an extended-stay lodge by the seller, and
the Company will continue to operate Town Center as one of its
extended-stay lodges.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
Financial Statements of Businesses Acquired
The financial statements of Town Center required to be
reported as a result of the transaction described in Item 2 have
not been completed as of the date of this report and will be
filed as an amendment to this report as soon as practicable in
accordance with Item 7(a)(4) of Form 8-K.
Pro Forma Financial Information
The following pro forma financial information has not been
completed as of the date of this report, and will be filed as an
amendment to this report as soon as practicable in accordance
with Item 7(a)(4) of Form 8-K.
1. Pro forma consolidated balance sheet as of June 30, 1998.
2. Pro forma consolidated statements of earnings for the fiscal
year ended December 31, 1997 and six months ended June 30,
1998.
Exhibits
The following exhibits are filed with this report:
2.1 Purchase agreement dated September 29, 1997 between the Company and
Town Center Lodge, Inc.
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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.
EFFICIENCY LODGE, INC.
By: /s/ W. Ray Barnes
W. Ray Barnes
President
9/3/98
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Date
AGREEMENT
STATE OF GEORGIA
COUNTY OF COBB
WHEREAS, Efficiency Lodge, Inc. (hereinafter "Efficiency")
is a corporation organized under the laws of the State of
Georgia; and
WHEREAS, Town Center Lodge, Inc. (hereinafter "Town Center")
is the owner of a lodge located in Cobb County in the State of
Georgia; and
WHEREAS, Efficiency is desirous of purchasing from Town
Center under the terms and conditions of this Agreement the
property known as Town Center Lodge, Inc.; and
WHEREAS, Town Center is desirous of selling to Efficiency;
and
WHEREAS, the parties are desirous of committing to writing
their understanding of the transaction,
BE IT THEREFORE AGREED between the parties in consideration
of the transfer and payments which are set forth in this
Agreement and in further consideration of Ten Dollars ($10.00)
paid by Efficiency to Town Center, the receipt and sufficiency of
which are acknowledged, Efficiency agrees to acquire and Town
Center agrees to sell a parcel of property which is described in
this Agreement on the following terms and conditions:
1. Property. Efficiency agrees to acquire by purchase the
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property known as Town Center Lodge, Inc. A legal description of
the said property is attached hereto and incorporated by
reference herein. Included in this sale shall be all furniture,
fixtures and equipment of Town Center.
2. Payment. Efficiency shall pay to Town Center the sum
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of $3 million ($3,000,000) for the property, furniture, fixtures
and equipment described above. Said sum shall be paid in cash at
closing.
3. Warranties of Seller. The seller warrants that the
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property is free and clear of any encumbrance or that the said
encumbrance shall be paid at the closing of the transaction,
which is contemplated by this Agreement. All taxes and
assessments shall be prorated as of the date of closing.
4. Conditions of Closing. This transaction is contingent
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upon the closing of the finance agreement with Bell Gravia
Capital or Morgan Stanley.
5. Closing. The closing of this transaction shall occur
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on or before January 31, 1998. Unless the parties agree to some
other time and place, the closing shall take place at the offices
of Barnes, Browning, Tanskley & Casurella, 166 Anderson Street,
Suite 225, Marietta, GA 30060 at three o'clock p.m. on said
date.
6. Time. Time is of the essence of this Agreement.
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7. Entire Agreement. This Agreement is the entire
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understanding between the parties concerning the acquisition of
the property which is described herein and no oral understanding,
either prior to or contemporaneous with or subsequent to this
transaction, shall be effective unless the same shall be in
writing signed by all parties to be charged. All prior
understandings and discussions regarding this transaction are
merged into this document.
8. Choice of Law. This Agreement is made in the State of
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Georgia and shall be governed by the laws of said State.
2
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AGREED this 29th day of September, 1997.
EFFICIENCY LODGE, INC.
- --------------------------------- By: /s/ W. Ray Barnes
Witness Its President
Sworn to and subscribed before
me this 29th day of September
1997
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Notary Public
- -------------------------------- By: /s/ Roy E. Barnes
Witness Its Secretary
Sworn to and subscribed before
me this 29th day of September
1997
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Notary Public
TOWN CENTER LODGE, INC.
- ------------------------------ By: /s/ Larry V. Watts
Witness Its President
Sworn to and subscribed before
me this 29th day of September
1997
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Notary Public
