UNITED STATES
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 28, 2009
MONARCH SERVICES, INC.
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(Exact name of registrant as specified in its charter)
Maryland 000-08512 52-1073628
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(State or other jurisdiction (Commission file number) (IRS Employer
of incorporation or organization) Identification No.)
4517 Harford Road, Baltimore, Maryland 21214
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (410) 254-9200
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any
of the following provisions:
[ ] 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))
INFORMATION TO BE INCLUDED IN THE REPORT
Item 8.01. Other Events.
On January 7, 2009, two wholly-owned subsidiaries of Monarch Services,
Inc. (the "Company"), Girl's Life Plantation Parcel, LLC ("GLPP") and Girl's
Life Plantation Mansion, LLC ("GLPM"), and representatives from Baltimore
County, Maryland ("Baltimore County") approved two contracts (the "Contracts")
pursuant to which GLPP and GLPM would sell to Baltimore County certain real
property and improvements thereon. Each of the Contracts provides that it is
not enforceable unless and until it is approved by both the Baltimore County
Executive (or his designee) and the Baltimore County Council. Each of the
Contracts provides that its effective date (the "Effective Date") will be the
date on which the last of these conditions is satisfied and the Contract is
executed by Baltimore County. If these conditions are not satisfied by April
30, 2009, then the Contracts will become null and void.
Under its Contract, GLLP would sell a parcel containing approximately
13 acres of land, plus the buildings and improvements thereon, for $624,000.
Under its Contract, GLPM would sell two parcels containing an aggregate of
approximately 2.911 acres of land, plus the buildings and improvements thereon,
for $730,000. The Contracts contain customary terms and conditions, such as
that the closings of the transactions are subject to the outcome of feasibility
studies, and customary representations and warranties by the parties. Each of
the Contracts provides that the closing of the transaction contemplated thereby
must occur within 90 days following the Effective Date.
The foregoing is only a summary of, and is qualified in its entirety by,
the Contracts, which are attached hereto as Exhibit 99.1 and Exhibit 99.2 and
incorporated herein by reference.
The Company intends to call and hold a special meeting of stockholders
for the purpose of asking stockholders to approve the Contracts and the
transactions contemplated thereby. This report on Form 8-K is not a notice of
the meeting or a solicitation of any vote or proxy. A notice of the meeting
will be sent to stockholders once the Board has established a record date and
a meeting date.
The Company continues to pursue the sale of its remaining assets, the
land and home properties adjoining the Peerce's Plantation property.
If the Contracts are approved by stockholders in the manner required by
law and the Company is able to consummate the transactions contemplated thereby
and to sell its other assets, it intends to distribute its cash assets to
stockholders after satisfying all outstanding indebtedness and complying with
all corporate and regulatory requirements.
It must be noted, however, that there can be no assurance that the
Contracts will be approved and signed by Baltimore County or, even if they are,
that the conditions to the sales contained in the Contracts will be satisfied.
Accordingly, there can be no guaranty as to when, or if, GLPP and/or GLPM will
consummate the sales contemplated by the Contracts. Additionally, there can be
no assurance that the Company will be successful in selling its remaining
assets.
This report on Form 8-K contains forward-looking statements as defined
by the Private Securities Litigation Reform Act of 1995. Forward-looking
statements do not represent historical facts, but rather statements about
management's beliefs, plans and objectives about the future, as well as its
assumptions and judgments concerning such beliefs, plans and objectives. These
statements are evidenced by terms such as "anticipate", "estimate", "should",
"expect", "believe", "intend", and similar expressions. Although these
statements reflect management's good faith beliefs and projections, they are
not guarantees of future performance and they may not prove true. These
projections involve risk and uncertainties that could cause actual results to
differ materially from those addressed in the forward-looking statements.
These risks and uncertainties include, but are not limited to, changes in
general economic, market, or business conditions; changes in laws or regula-
tions or policies of federal and state regulators and agencies; and other
circumstances beyond the control of the Corporation. Consequently, all of the
forward-looking statements made in this report are qualified by these cautio-
nary statements, and there can be no assurance that the actual results
anticipated will be realized, or if substantially realized, will have the
expected consequences on the Company's business or operations.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The exhibits filed with this report are listed on the Exhibit Index that
immediately follows the signatures hereto, which index is incorporated herein
by reference.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
MONARCH SERVICES, INC.
Dated: January 28, 2009 By:/s/ Jackson Y. Dott
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Jackson Y. Dott
President and CEO
EXHIBIT INDEX
Exhibit No. Description
99.1 Contract of Sale between Girl's Life Plantation Parcel, LLC and
Baltimore County, Maryland (filed herewith)
99.2 Contract of Sale between Girl's Life Plantation Mansion, LLC and
Baltimore County, Maryland (filed herewith)