Unassociated Document
UNITED
STATES
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 reported): July 17, 2008
(Exact
name of registrant as specified in charter)
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Maryland
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000-27045
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36-4286069
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(State or Other Jurisdiction
of Incorporation or Organization)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1501
Cumberland Gap Parkway
Middlesboro,
KY 40965
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: 606-248-7323
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
On July
17, 2008, Heartland, Inc. (the “Company”) entered into a Letter of Intent (the
“LOI”) with Lee Oil Company, Inc. (“Lee Oil”), Lee’s Food Marts, LLC (“Lee
Food”) and Lee Enterprises, Inc. (“Lee” and together with Lee Oil and Lee Food,
the “Lee Companies”) and the owners of the Lee Companies (the “Lee Sellers”)
pursuant to which the Lee Sellers agreed to sell and the Company agreed to
purchase the Lee Companies on or prior to September 30, 2008 unless
extended. Terry, the CEO and Chairman of the Company, is also an
owner of the Lee Companies. Mr. Lee abstained from all activity in
connection with the negotiation or structuring of the acquisition.
The
purchase price for the Lee Companies $3,250,000 in cash, 2,500,000 shares of the
Company and a promissory note for $3,250,000 with a 20 year amortization with a
fixed interest rate of 8% with a monthly payment of $27,184.30 beginning 30 days
from closing and continuing monthly until paid in full secured by all
collateral, which such security shall be second in priority to the Company’s
lender that finances the transaction. Sellers have agreed to refrain
September 30, 2008 from soliciting, initiating, encouraging, or accepting any
proposal relating to the liquidation, purchase or sale of the Lee Companies or
from participating in any negotiations or discussions relating to these
matters. Except for the exclusivity and choice of law provisions,
this LOI is non-binding.
The LOI
calls for the completion of definitive documentation and completion of due
diligence prior to September 30, 2008. Final closing is subject to
approval of the final definitive agreements by the Boards of Directors of the
Company. There is no guarantee that the parties will reach a final
agreement, that the Company will be able to raise the required funds to close
the transaction or that the transaction will close on the terms set forth as
agreed in the LOI.
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.
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HEARTLAND,
INC. |
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Date:
July 18, 2008
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By:
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/s/ Thomas
Miller |
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Name:
Thomas Miller |
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Title: Vice President |
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