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Cra Holdings Inc · 8-K · For 1/2/97

Filed On 1/17/97   ·   Accession Number 950123-97-327   ·   SEC File 0-02934

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  As Of                Filer                Filing    For/On/As Docs:Size              Issuer               Agent

 1/17/97  Cra Holdings Inc                  8-K:2,5,7   1/02/97    3:157K                                   RR Donnelley/FA

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Form 8-K Dated January 2, 1997                         4     15K 
 2: EX-2.1      Asset Purchase Agreement Dated 12/20/96               67    237K 
 3: EX-2.2      Asset Purchase Agreement Amendment of 12/31/96         4     13K 


8-K   —   Form 8-K Dated January 2, 1997
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
2Item 2. Acquisition or Disposition of Assets
"Item 5. Other Events
"Item 7. Financial Statements and Exhibits
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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): January 2, 1997 CRA HOLDINGS INC. -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-5599 54-0698116 -------------------------------------------------------------------------------- (State or other (Commission (I.R.S. Employer jurisdiction) File Number) Identification No.) 2016 North Pitcher Street, Kalamazoo, Michigan 49007 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (616) 343-6121 Great Dane Holdings Inc. -------------------------------------------------------------------------------- (Former name and former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS (a) On January 2, 1997, all of the assets of each of Great Dane Trailers, Inc. ("GDT"), a Georgia corporation and a wholly-owned direct subsidiary of the Registrant, Great Dane Trailers Tennessee, Inc. ("GDTT"), a Tennessee corporation and a wholly-owned indirect subsidiary of the Registrant, and Great Dane Los Angeles, Inc. ("GDLA"), a Georgia corporation and a wholly-owned indirect subsidiary of the Registrant, engaged in the business of designing, manufacturing and distributing a full line of truck trailers and intermodal containers and chassis, was purchased by Great Dane Limited Partnership, pursuant to the Asset Purchase Agreement attached hereto as Exhibit 2.1 (the "Asset Purchase Agreement"). As consideration therefor, GDT, GDTT and GDLA received $240,180,123.13, net of transaction expenses. GDT received 97% of such consideration, GDTT received 2% of such consideration and GDLA received 1% of such consideration. The amount of such cash consideration is subject to adjustment pursuant to the Asset Purchase Agreement.  ITEM 5. OTHER EVENTS On January 6, 1997, the Registrant changed its name from Great Dane Holdings Inc. to CRA Holdings Inc.  ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) None (b) Financial statements required pursuant to this item and the requirements of the Securities and Exchange Act of 1934 will be filed by amendment to this form within sixty days after the date on which this form must be filed as permitted by Item 7(b)(2) of Form 8-K. (c) List of Exhibits Exhibit 2.1. Asset Purchase Agreement dated December 20, 1996 by and between Great Dane Trailers, Inc., Great Dane Trailers Tennessee, Inc., Great Dane Trailers Los Angeles, Inc., Great Dane Holdings, Inc. and Great Dane Limited Partnership. The Exhibits and the Disclosure Schedule to this document have not been filed herewith; Registrant agrees to furnish supplementally such Exhibits and Disclosure Schedule to the Securities and Exchange Commission upon its request. Exhibit 2.2. Asset Purchase Agreement Amendment dated as of December 31, 1996 to the Asset Purchase Agreement attached hereto as Exhibit 2.1. The Exhibits to this document have not been filed herewith; Registrant agrees to furnish supplementally such Exhibits to the Securities and Exchange Commission upon request.
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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. CRA HOLDINGS INC. Date: January 15, 1997 By: /s/ Scott C. Dunn --------------------------- Name: Scott C. Dunn Title: Vice President
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EXHIBIT INDEX ================================================================================ EXHIBIT PAGE -------------------------------------------------------------------------------- Exhibit 2.1. Asset Purchase Agreement dated December 20, 1996 by and between Great Dane Trailers, Inc., Great Dane Trailers Tennessee, Inc., Great Dane Trailers Los Angeles, Inc., Great Dane Holdings, Inc. and Great Dane Limited Partnership. The Exhibits and the Disclosure Schedule to this document have not been filed herewith; Registrant agrees to furnish supplementally such Exhibits and Disclosure Schedule to the Securities and Exchange Commission upon its request. -------------------------------------------------------------------------------- Exhibit 2.2 Asset Purchase Agreement Amendment dated as of December 31, 1996 to the Asset Purchase Agreement attached hereto as Exhibit 2.1. The Exhibits to this document have not been filed herewith; Registrant agrees to furnish supplementally such Exhibits to the Securities and Exchange Commission upon its request. ================================================================================

Dates Referenced Herein   and   Documents Incorporated By Reference

Referenced-On Page
This 8-K Filing   Date First   Last      Other Filings
12/20/9624
12/31/9624
For The Period Ended1/2/97128-K
1/6/972
1/15/973
Filed On / Filed As Of1/17/97
 
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Filing Submission 0000950123-97-000327   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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