-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ft42eHEb7Ai8o4Je4ITv6oDZyMoBk8X8u/O29RlTwVy7vTdKoR7jWIm95o5q2ixe YOgbPl6lcNikCYMx6jwxLA== 0000950134-96-002821.txt : 19960613 0000950134-96-002821.hdr.sgml : 19960613 ACCESSION NUMBER: 0000950134-96-002821 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960528 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960612 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMRE INC CENTRAL INDEX KEY: 0000809572 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION SPECIAL TRADE CONTRACTORS [1700] IRS NUMBER: 752041737 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09632 FILM NUMBER: 96579962 BUSINESS ADDRESS: STREET 1: 8585 N STEMMONS FRWY STREET 2: SOUTH TOWER CITY: DALLAS STATE: TX ZIP: 75247 BUSINESS PHONE: 2148197000 8-K 1 FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) MAY 28, 1996 ------------------------------- AMRE, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) DELAWARE 1-9632 75-2041737 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 8585 N. STEMMONS FREEWAY, SOUTH TOWER, DALLAS, TX 75247 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including are code: (214) 658-6300 ----------------------------- N/A - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 2 All references herein to the Information Statement/Prospectus refer to the Joint Proxy Statement/Prospectus dated April 24, 1996 (the "Information Statement Prospectus") of AMRE, Inc., a Delaware corporation ("AMRE"), and Congressional Construction Corporation, a Virginia corporation ("Congressional") which is incorporated herein by reference to Exhibit 99.1. With respect to each contract, agreement or other 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 2. ACQUISITION OR DISPOSITION OF ASSETS. Shareholder Approval of the Merger Agreement and Consummation of the Merger. At a special shareholders' meeting held on May 28, 1996, the Congressional shareholders approved that certain Agreement and Plan of Merger, dated as of December 30, 1995, as amended (the "Merger Agreement"), by and among AMRE, AMRE-Congressional Acquisition, Inc., a wholly owned subsidiary of AMRE ("Merger Sub") and Congressional, pursuant to which Merger Sub was merged with and into Congressional (the "Merger"). The Merger became effective on May 28, 1996 (the "Effective Time") when a Certificate of Merger was issued by the Virginia Corporation Commission. See the sections entitled "Summary - The Special Meeting"; "-The Merger and the Merger Agreement"; "Special Factors"; and "The Merger Agreement"; in the Information Statement/Prospectus, which sections are incorporated herein by reference in their entirety. Conversion of Congressional Common Stock. Pursuant to the terms of the Merger Agreement, each outstanding share of Congressional $1.00 par value common stock (the "Congressional Common Stock"), at the Effective Time and thereafter, with no action on the part of the holder thereof, was converted into 601.2 shares of AMRE's $0.01 par value common stock (the "AMRE Common Stock") and each outstanding share of Congressional convertible preferred stock without par value (the "Congressional Preferred Stock"), at the Effective Time and thereafter, with no action on the part of the holder thereof, was converted into 857.14 shares of AMRE Common Stock . Based on the number of shares of Congressional Common Stock and Congressional Preferred Stock outstanding on May 28, 1996, approximately 900,000 shares of AMRE Common Stock in the aggregate were issued to holders of Congressional Common Stock and Congressional Preferred Stock. See the sections entitled "Summary - The Merger and the Merger Agreement"; "Special Factors" and "The Merger Agreement" in the Joint Proxy Statement/Prospectus, which sections are incorporated herein by reference in their entirety. The preceding description of the Merger and the consummation thereof is not complete and 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 Joint Proxy Statement/Prospectus. 3 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. The following information is incorporated herein by reference to the Information Statement/Prospectus. (a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED (1) It is impracticable to provide the required financial statements at the time this report on Form 8-K is filed. Such financial statements will be filed with an amendment to this report as soon as practicable. (b) PRO FORMA FINANCIAL INFORMATION (1) Not applicable. (c) EXHIBITS 2.1 Agreement and Plan of Merger dated as of December 30, 1995, among AMRE, Inc., AMRE- Congressional Acquisition, Inc., a Delaware corporation, Congressional Construction, a Virginia corporation, together with all exhibits thereto (incorporated by reference to the Information Statement/Prospectus filed herewith as an exhibit is incorporated herein by reference). 99.1 Information Statement/Prospectus of AMRE and Congressional incorporated by reference to AMRE's Registration Statement on Form S-4, as amended (registration number 333-02627), of which the Information Statement/Prospectus is a part. *99.2 Press Release issued by AMRE on May 28, 1996. * Filed herewith. - --------------------- 4 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. AMRE, INC. Date: June 11, 1996 By: /s/ John H. Karnes, Jr. ------------------------------------ John Karnes, Jr. Vice President, General Counsel and Corporate Secretary 5 EXHIBIT INDEX
Exhibit No. Description - ------ ----------- 2.1 Agreement and Plan of Merger dated as of December 30, 1995, among AMRE, Inc., AMRE- Congressional Acquisition, Inc., a Delaware corporation, Congressional Construction, a Virginia corporation, together with all exhibits thereto (incorporated by reference to the Information Statement/Prospectus filed herewith as an exhibit is incorporated herein by reference). 99.1 Information Statement/Prospectus of AMRE and Congressional incorporated by reference to AMRE's Registration Statement on Form S-4, as amended (registration number 333-02627), of which the Information Statement/Prospectus is a part. *99.2 Press Release issued by AMRE on May 28, 1996.
* Filed herewith. EX-99.2 2 PRESS RELEASE 1 EXHIBIT 99.2 AMRE, INC. PRESS RELEASE - -------------------------------------------------------------------------------- Contact: AMM: Larry H. Lattig FOR IMMEDIATE RELEASE Vice President - Investor Relations and Treasurer (214) 658-6411 AMRE, INC. COMPLETES MERGER WITH CONGRESSIONAL CONSTRUCTION CORPORATION DALLAS, May 28, 1996 - AMRE, Inc. (NYSE:AMM) today announced that the stockholders of Congressional Construction Corporation have voted to approve a merger between the two companies. Pursuant to the terms of the merger, which is effective today, all of the issued and outstanding shares of Congressional will be exchanged for an aggregate of 900,000 shares of AMRE common stock. It is expected that the combination of the companies will be accounted for as a pooling of interests. "We are extremely pleased to have completed the acquisition, through merger, of Congressional Construction. Congressional will be one of the foundation building blocks in our plan to build the foremost brand name for quality, professionally installed home improvements - CENTURY 21 Home Improvements (SM). Congressional gives AMRE access to market areas that we previously did not serve, and John Nunez, president of Congressional, and his management team bring home improvement expertise second to none," said Robert M. Swartz, President and Chief Executive Officer of AMRE. "The Congressional merger continues our commitment to build long-term shareholder value for the stockholders of AMRE." AMRE, Inc. is America's largest home improvement company. AMRE markets its home improvement products and services under a license with TM Acquisition Corporation and Century 21 Real Estate Corporation, subsidiaries of HFS Incorporated. AMRE has provided quality products and services directly to consumers since 1980. ### -----END PRIVACY-ENHANCED MESSAGE-----