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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): August 27, 1998
ENVIROQ CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 59-3290346
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
0-25528
(Commission File Number)
39l8 Montclair Road, Suite 206 35213
Birmingham, Alabama (Zip Code)
(Address of principal executive offices)
(205) 870-0588
(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.
On April 22, 1998, Enviroq Corporation (the "Company") entered into an
Agreement and Plan of Reorganization (the "Merger Agreement") with Institutional
Asset Management, Inc., a Florida corporation ("IAM"), Capital Research
Corporation, a Florida corporation ("CRC"), Intrepid Capital Corporation, a
newly formed Delaware corporation and a subsidiary of the Company ("Intrepid")
and three wholly-owned subsidiaries of Intrepid formed to effect the
transactions contemplated in the Merger Agreement. Subject to the terms and upon
the conditions set forth in the Merger Agreement the Company will be merged into
a wholly-owned subsidiary of Intrepid ("Company Merger"), which will occur
simultaneously with similar mergers between wholly-owned subsidiaries of
Intrepid and each of CRC and IAM. As a result of the simultaneous mergers
("Mergers"), the Company, CRC and IAM will become wholly-owned subsidiaries of
Intrepid.
On August 27, 1998, the Company, IAM, CRC, Intrepid and the other
parties to the Merger Agreement executed Amendment No. 1 to Agreement and Plan
of Reorganization, pursuant to which the termination date by which the Mergers
must be consummated has been extended from August 31, 1998 to October 31,
1998.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.
The following exhibits are filed as part of this Form 8-K or are
incorporated herein by reference, and this list comprises the Exhibit Index.
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Item Description of Exhibits
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2 Amendment No. l to Agreement and Plan of Reorganization, dated as
of August 27, 1998, by and among Enviroq Corporation,
Institutional Asset Management, Capital Research Corporation,
Intrepid Capital Corporation and certain other entities.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
ENVIROQ CORPORATION
By: /s/ WILLIAM J. LONG
--------------------------------------
William J. Long
President, Chief Executive Officer,
(Principal Executive Officer, and
Principal Financial and
Accounting Officer)
Date: September 15, 1998
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AMENDMENT NO. 1
TO
AGREEMENT AND PLAN OF REORGANIZATION
This Amendment No. 1 (the "Amendment No. 1") is made this
27th day of August, 1998, by and among Intrepid Capital Corporation, a Delaware
corporation ("Intrepid"), Enviroq Corporation, a Delaware corporation
("Enviroq"), Freedom Holdings of Alabama, Inc., a Delaware corporation ("Sub-
1"), Institutional Asset Management, Inc., a Florida corporation ("IAM"), IAM
Merger Sub, Inc., a Florida corporation ("Sub-2"), Capital Research Corporation,
a Florida corporation ("CRC") and CRC Merger Sub, Inc., a Florida corporation
("Sub-3").
WHEREAS, Intrepid, Enviroq, Sub-l, IAM, Sub-2, CRC and Sub-3
executed an Agreement and Plan of Reorganization, dated April 22, 1998 (the
"Agreement"), pursuant to which each of Sub-l, Sub-2 and Sub-3 are to be merged
with and into Enviroq, IAM and CRC, respectively, with Enviroq, IAM and CRC
being the surviving corporations in each case and as a result of such
transaction, each of Enviroq, IAM and CRC will become wholly-owned subsidiaries
of Intrepid;
WHEREAS, Intrepid, Enviroq, Sub-1, IAM, Sub-2, CRC and Sub-3
wish to amend the Agreement, as set forth herein;
NOW, THEREFORE, in consideration of the premises and mutual
covenants, representations, warranties and agreements contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereto agree as follows:
1. Amendment to Section 11.1(e). The Agreement is hereby
amended by deleting the words "August 31, 1998" from Section 11.1(e) of the
Agreement and inserting in its place and stead the following words "October 31,
1998".
2. Capitalized terms not defined herein shall have the meanings
assigned to them in the Agreement.
3. Except as expressly amended herein, all other terms and
conditions of the Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF, each of the Parties hereto has caused its
duly authorized officers to execute, attest to and deliver this Amendment No. 1
on the date first above written.
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ATTESTED TO: INTREPID CAPITAL CORPORATION
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BY: /s/ FAYE JOHNSTON BASS By: /s/ WILLIAM J. LONG
-------------------------- -----------------------------
Name: Faye Johnston Bass Name: William J. Long
Its: Secretary Its: President
ATTESTED TO: ENVIROQ CORPORATION
By: /s/ FAYE JOHNSTON BASS By: /s/ WILLIAM J. LONG
-------------------------- -----------------------------
Name: Faye Johnston Bass Name: William J. Long
Its: Secretary Its: President
ATTESTED TO: FREEDOM HOLDINGS OF ALABAMA, INC.
By: /s/ FAYE JOHNSTON BASS By: /s/ WILLIAM J. LONG
-------------------------- -----------------------------
Name: Faye Johnston Bass Name: William J. Long
Its: Secretary Its: President
ATTESTED TO: INSTITUTIONAL ASSET
MANAGEMENT, INC.
By: /s/ STEPHANIE FRECHETTE By: /s/ FORREST TRAVIS
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Name: Stephanie Frechette Name: Forrest Travis
Its: Secretary Its: President
ATTESTED TO: IAM MERGER SUB, INC.
By: /s/ STEPHANIE FRECHETTE By: /s/ FORREST TRAVIS
-------------------------- -----------------------------
Name: Stephanie Frechette Name: Forrest Travis
Its: Secretary Its: President
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ATTESTED TO: CAPITAL RESEARCH CORPORATION
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By: /s/ STEPHANIE FRECHETTE By: /s/ FORREST TRAVIS
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Name: Stephanie Frechette Name: Forrest Travis
Its: Secretary Its: President
ATTESTED TO: CRC MERGER SUB, INC.
By: /s/ STEPHANIE FRECHETTE By: /s/ FORREST TRAVIS
-------------------------- -----------------------------
Name: Stephanie Frechette Name: Forrest Travis
Its: Secretary Its: President
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