SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): November 30, 2012
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:
Item 8.01 Other Events
Letter of Intent
On November 30, 2012, Garb Oil and Power Corporation (“Garb”) entered into a letter of intent (the “LOI”) for the purchase of 100% of O’Leary Enterprise Inc. (the “Business”), and building and land (the “Property”) on which the business is operated, owned by Gregory O’Leary and Angela O’Leary.
The LOI specifies that it is a non-binding letter of intent, and not an agreement of sale. However, it specifies the terms pursuant to which Garb seeks to acquire the Business and the Property from Mr. and Mrs. O’Leary (collectively, the “Sellers”).
Pursuant to the LOI, Garb has proposed to purchase the Business and the Property for an aggregate purchase price of $8,275,000, broken out as follows:$3,750,000 would be for the Property on which the Business is located, and $4,525,000 would be for 100% ownership of the Business.
The offer to purchase the Business and the Property are subject to certain conditions, including but not limited to:
The Parties anticipate that the proposed acquisition is to be completed by no later than close of business February 28, 2013. If, however, both parties do not close a Definitive Agreement of Sale by January 31, 2013, time being of the essence, either Garb or the Sellers will have the right to cancel the LOI and the acquisition will be considered null, void and terminated by both sides.
Garb will provide additional disclosure with respect to any definitive agreement for the purchase of the Business and the Property, including all relevant terms and conditions.
On December 10, 2012, Garb issued a press release and update for its shareholders relating to Garb’s anticipated plans and developments for 2013. A copy of the press release is filed as Exhibit 99.1 hereto.
The information furnished under Item 9.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.
ITEM 9.01—FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired
(b) Pro Forma Financial Information
99.1 Press Release dated December 12, 2012
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.