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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): August 21, 1998
TODHUNTER INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-13453 59-1284057
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(State of Incorporation) (Commission File Number) (IRS Employer Identification
No.)
222 Lakeview Avenue, Suite 1500, West Palm Beach, Florida 33401
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (561) 655-8977
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(Former name or former address, if changed since last report.)
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TODHUNTER INTERNATIONAL, INC.
FORM 8-K
CURRENT REPORT
ITEM 5. OTHER EVENTS.
On August 21, 1998, Todhunter International, Inc. (the "Company") entered
into a settlement agreement (the "Settlement Agreement") with the former
stockholders of Blair Importers, Ltd. ("Blair"), which the Company acquired in
August 1994, Charmer Industries, Ltd. ("Charmer"), and Andrew M. Crisses, a
former director of the Company. Pursuant to the Settlement Agreement, the
Company and each of the parties thereto have agreed to dismiss with prejudice
all arbitration and litigation proceedings previously reported in the Company's
filings with the Securities and Exchange Commission, with the exception of the
Company's lawsuit against Ernest D. Loewenwarter & Co. The Company's settlement
agreement dated December 4, 1997 with Charmer and the former stockholders of
Blair will remain in effect, except that such agreement is modified solely to
release the Company from any claim for attorneys' fees and costs of collection
under such agreement.
Pursuant to the Settlement Agreement, the Company has agreed to release
261,214 shares of the Company's common stock (the "Escrow Shares") and $160.63
in cash which has been held in escrow for the benefit of the former Blair
stockholders pursuant to the terms of the Blair Merger Agreement and a related
Escrow Agreement. The Company has agreed to guarantee that the gross sales
price of the Escrow Shares shall be $7.50 per share (the "Floor Price"), and has
agreed to pay the former Blair stockholders the aggregate amount by which the
Floor Price exceeds the gross sales price (excluding brokers' commissions,
transaction costs, and applicable taxes) upon the sale of any of the Escrow
Shares. However, the Company is not required to honor this price guarantee if
(i) the Escrow Shares are not sold in a commercially reasonable manner in an
arm's length transaction to an unrelated third party through a registered
securities dealer utilizing the facilities of the American Stock Exchange, (ii)
the Blair stockholders, individually or in the aggregate, sell or offer for sale
more than 5,000 Escrow Shares in any single day, or more than 40,000 Escrow
Shares in any 30 day period without the Company's consent (in which case the
price guarantee shall be void as to all unsold Escrow Shares), or (iii) the
Blair stockholders reject any offer made by the Company to repurchase any of the
Escrow Shares at a price equal to 95% of the average closing asking price of the
common stock (in which case the price guarantee shall terminate with respect to
the Escrow Shares subject to such offer). In any event, the Company's price
guarantee terminates upon the earlier of the sale of all of the Escrow Shares or
one year after the date of the Settlement Agreement.
In the event that the Dow Jones Industrial Average ("DJIA") decreases by
more than 7.5% in any one day, or more than 15% in the aggregate from its close
on the date of execution of the Settlement Agreement, then the Floor Price shall
be reduced to that amount which represents the original Floor Price multiplied
by the percentage that the DJIA on the date of sale bears to the DJIA on the
date of the Settlement Agreement, but in no event shall such percentage be more
than 100%.
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After having investigated the facts and circumstances associated with the
purchase of Blair, the Company has entered into the Settlement Agreement because
it did not appear likely that the Company would ultimately prevail in its claims
against the former stockholders of Blair. Furthermore, the Company believes
that, in light of the cost and expense involved in continuing all of the
arbitration and litigation proceedings with respect to Blair, it was in the best
interest of the Company and its shareholders to reach an amicable settlement
between the parties.
The settlement will not have a material adverse effect on the Company's
results of operations.
ITEM 7. EXHIBITS.
99.1 Copy of the Company's press release, dated August 25, 1998.
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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.
TODHUNTER INTERNATIONAL, INC.
Date: August 26, 1998 By: /s/ A. Kenneth Pincourt
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A. Kenneth Pincourt, Jr.
Chairman and Chief Executive Officer
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EXHIBIT 99.1
NEWS RELEASE
TODHUNTER INTERNATIONAL, INC.
WEST PALM BEACH, FLORIDA
AUGUST 25, 1998
A. Kenneth Pincourt, Jr., Chairman and Chief Executive Officer of Todhunter
International, Inc. (THT, AMEX), announced today that a settlement has been
reached with the former shareholders of Blair Importers, Ltd., a company
acquired by Todhunter in August 1994, and other parties. The settlement includes
the termination of all litigation relating to the acquisition, except that
against Ernest D. Loewenwarter & Co. Mr. Pincourt stated that after an
investigation of the facts and circumstances associated with the purchase of
Blair Importers, Ltd., Todhunter concluded that it did not appear likely that
the Company would prevail in its claims against the former shareholders of
Blair. The settlement will not have a material adverse effect on the Company's
results of operations.
Contact: A. Kenneth Pincourt, Jr., Chairman and Chief Executive Officer
William J. Viggiano, Assistant Controller
Telephone No.: (561) 655-8977
