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
SEPTEMBER 8, 2003 0-5940
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Date of Report (Date of earliest event reported) Commission File Number
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DELAWARE 75-1321869
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
1189 IOWA AVENUE, RIVERSIDE, CALIFORNIA 92507
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(Address of Principal Executive Offices) (Zip Code)
(909) 779-6766
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On September 11, 2003, Temtex Industries, Inc. (the "Company") issued a press release announcing that on September 8, 2003, the United Stated Bankruptcy Court, Central Division of California, Riverside Division, approved, among other things, the Company's proposed asset sale procedures and the proposed sale of substantially all of its assets, including substantially all of the assets of its subsidiaries, to a new business enterprise comprised of three former members of the Board of Directors of the Company. The proposal is subject to overbid.
Temtex also announced that, with the approval of the Bankruptcy Court, it has engaged Capital Asset Advisors, LLC, to act as an investment banking and financial advisor to Temtex in relation to its proposed refinancing of the company's current bank financing provided by Frost Capital Group.
The proposed value of the opening bid for the Company's assets is between $4,913,474 and $5,056,974, which bid includes the payment of secured claims, assumption of certain liabilities and priority claims, and assumption of selected other obligations of the Company. Although the ultimate sale price may be higher, Temtex believes that it is highly unlikely that sufficient proceeds will be received to pay the approximately $10,000,000 in creditor claims, and, as such, Temtex believes that its outstanding stock is without value.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not applicable
(b) Not applicable
(c) The following exhibits are filed herewith:
Exhibit 99.1 - Press Release of Temtex Industries, Inc., dated September 11, 2003.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TEMTEX INDUSTRIES, INC.
Dated: September 11, 2003 By: /s/ Richard N. Anderson
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Richard N. Anderson
President & Chief Executive Officer
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EXHIBIT 99.1
NEWS RELEASE
TEMTEX INDUSTRIES, INC. ANNOUNCES ASSET SALE HEARING, OVERBID
DEADLINE, AND ENGAGEMENT OF FINANCIAL ADVISOR
RIVERSIDE, CALIFORNIA (SEPTEMBER 11, 2003) - Temtex Industries, Inc. (Pink Sheets: TMTX) today announced that on September 8, 2003, the United Stated Bankruptcy Court, Central Division of California, Riverside Division, approved the company's proposed asset sale procedures and the proposed sale of substantially all of its assets, including substantially all of the assets of its subsidiaries, to a new business enterprise comprised of three former members of the Board of Directors of Temtex. Temtex also announced that, with the approval of the Bankruptcy Court, it has engaged Capital Asset Advisors, LLC, to act as an investment banking and financial advisor to Temtex in relation to its proposed refinancing of the company's current bank financing provided by Frost Capital Group.
The proposal is subject to overbid and Temtex is actively seeking potential
bidders. Any party wishing to bid for Temtex's assets must submit its proposal
pursuant to the procedures approved by the Bankruptcy Court in advance of
September 22, 2003. To obtain information on the requirements for bidding,
please contact Mr. Richard Anderson, President & Chief Executive Officer, Temtex
Industries, Inc., 1189 Iowa Avenue, Riverside, California 92507; (909) 779-6766;
(909) 779-6768 (facsimile).
The proposed value of the opening bid for Temtex's assets is between $4,913,474 and $5,056,974, which bid includes the payment of secured claims, assumption of certain liabilities and priority claims, and assumption of selected other obligations of the Company. Although the ultimate sale price may be higher, Temtex believes that it is highly unlikely that sufficient proceeds will be received to pay the approximately $10,000,000 in creditor claims, and, as such, Temtex believes that its outstanding stock is without value.