f8k0716_form-htlj.htm
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): September 28, 2007
(Exact
name of registrant as specified in charter)
|
Maryland
|
000-27045
|
36-4286069
|
|
(State or Other Jurisdiction
of Incorporation or Organization)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
124
Brooklyn Street
Cumberland
Gap, Tennessee 37724
(Address
of principal executive offices) (Zip Code)
P.O.
Box 4320
Harrogate,
Tennessee 37752
(Mailing
address of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code:
423-526-7030
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))
Item
8.01 Other
Events
On
September 28, 2007, Heartland, Inc. (the “Company”) entered into a Letter of
Intent (the “LOI”) with Harris Oil Co. Inc. (“Harris”) and DHS Development, LLC
(“DHS” and collectively with Harris, the “Sellers”) pursuant to which the
Sellers agreed to sell and the Company agreed to purchase certain assets of
the
Sellers on or prior to December 31, 2007 unless extended. The assets
to be purchased include the following:
|
·
|
all
equipment, supply contracts and other assets of
Harris;
|
|
·
|
three
convenience store sites of DHS located in Cookeville, TN, Hartsville,
TN
and Sparta, TN;
|
|
·
|
30
year supply contracts on remaining DHS locations with a right of
first
refusal for purchase; and
|
|
·
|
10
year purchase option on remaining DHS locations if no bona fid third
party
offer has been received at an agreed upon appraised
value.
|
The
purchase price for the above assets is $4,100,000. Sellers have
agreed to refrain for a period 180 days from the signing of the LOI from
soliciting, initiating, encouraging, or accepting any proposal relating to
the
liquidation, purchase or sale of the Seller’s stock or assets 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, completion of due
diligence and the completion of a U.S. GAAP audit (to be paid for by the
Company) of the assets prior to December 31, 2007. 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 successfully complete
the audit of the assets 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.
HEARTLAND,
INC.
Date:
October 1,
2007
By: /s/Terry Lee
Name:
Terry
Lee
Title:
Chief
Executive Officer