UNITED STATES
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
Date of report (Date of earliest event reported) MARCH 28, 2006
CRAWFORD & COMPANY
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(Exact Name of Registrant as Specified in Its Charter)
GEORGIA
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(State or Other Jurisdiction of Incorporation)
1-10356 58-0506554
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(Commission File Number) (IRS Employer Identification No.)
5620 GLENRIDGE DRIVE, N.E., ATLANTA, GEORGIA 30342
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(Address of Principal Executive Offices) (Zip Code)
(404) 256-0830
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(Registrant's Telephone Number, Including Area Code)
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 obligation 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))
Item 1.01 Entry into a Material Definitive Agreement
The Company owns the land and buildings located at 5620 Glenridge Drive,
N.E., Atlanta, Georgia 30342 ("Glenridge Drive Property"), currently utilized as
the Company's headquarters. The Company's Board of Directors determined that the
Company has outgrown the office space at the Glenridge Drive Property, thus it
was determined that the Company would sell the Glenridge Drive Property and
obtain suitable office space for its headquarters. The Board also determined
that it was in the Company's best interests to consolidate its other operations
in Atlanta, Georgia with the offices of its headquarters.
On March 22, 2006 (the "Effective Date"), the Company entered into a
Purchase and Sale Agreement (the "Purchase Agreement") with a third party,
Buckhead Trading and Investments Company, LLC, a Georgia limited liability
company (the "Purchaser") to sell the Glenridge Drive Property to the Purchaser
for a total sales price of $12,000,000. A copy of the Purchase Agreement is
attached as Exhibit 10.1 to this Current Report on Form 8-K
The following is a summary of the terms and conditions of the Purchase
Agreement, which summary is qualified in its entirety by reference to the
Purchase Agreement, a copy of which is attached as an exhibit.
PURCHASE PRICE. The total purchase price is $12,000,000. The Purchaser
shall deliver, within 5 business days following the Effective Date, an initial
deposit of $50,000 to Calloway Title and Escrow, LLC (the "Escrow Agent").
INSPECTION PERIOD. The inspection period ends 30 days after the Effective
Date of the Purchase Agreement. Within 5 business days following termination of
the inspection period, the Purchaser is required to deliver to Escrow Agent an
additional letter of credit in the amount of $250,000.
CLOSING. The expected closing date of the transaction is May 22, 2006. The
Purchaser has the right to extend the closing until June 5, 2006 by delivering
written notice to the Purchaser and by delivering an additional $200,000 (either
in cash or by increasing the letter of credit) to the Escrow Agent. The closing
is also subject to customary closing conditions and deliveries.
COSTS AND FEES. The Purchaser will pay transfer, sales, use, gross
receipts or similar taxes, recording costs, any premiums or fees required to be
paid with respect to the title policy and one half of the customary closing
costs of the Escrow Agent. The Company will pay the base premium for the title
policy and one-half of the customary closing costs of the Escrow Agent. The
Company will brokerage fees of 1.5% of the Purchase price to each of Richard
Bowers & Co. (the Company's broker) and Easlan Capital of Atlanta, Inc. (the
Purchaser's broker).
REPRESENTATIONS AND WARRANTIES. The Company and the Purchaser each made
limited representations and warranties to the other.
RISK OF LOSS. The risk of loss or damage to Glenridge Drive Property by
reason of any insured or uninsured casualty during the period through and
including the closing date will be borne by the Company.
ASSIGNMENT. The Purchase Agreement is not assignable by the Purchaser
without first obtaining the prior written approval of the Company.
DEFAULTS AND REMEDIES. If the Purchaser defaults on its obligations to
deliver when required any required deposits, the purchase price or any other
specified deliveries, then the Purchaser will forfeit its deposits to the
Company, and neither party will be obligated to proceed with the purchase and
sale. The Company expressly waives the remedies of specific performance and
additional damages for any such defaults by the Purchaser.
If the Company, prior to the closing, defaults in its representations,
warranties, covenants, or obligations then the Purchaser has the option of (i)
terminating the Purchase Agreement, receiving a return of its deposits, and
recovering, as its sole recoverable damages its documented direct and actual
out-of-pocket expenses and costs up to $250,000 or (ii) seeking specific
performance of the Company 's obligation to deliver the deed pursuant to the
Purchase Agreement.
LEASEBACK. The Purchaser and the Company have agreed to a triple-net lease
agreement for the Glenridge Drive Property for a period of twelve months
following the closing of the sale. The Company has the option to terminate the
lease anytime after the ninth month of the lease term. The monthly rent is
$100,000. A copy of the lease is attached as Exhibit B to the Purchase
Agreement.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
The following exhibit is filed herewith:
Exhibit Number Descriptions
10.1 Purchase and Sales Agreement
SIGNATURES
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.
CRAWFORD & COMPANY
By: /s/ R. Eric Powers, III
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R. Eric Powers, III
Assistant Corporate Secretary
Dated: March 28, 2006