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):February 10, 2005
(Commission File Number)333-49957-01
EaglePicher Holdings, Inc.
(Exact name of Registrant as specified in its charter)
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Delaware (State of incorporation) | | 13-3989553 (I.R.S. Employer Identification Number) |
3402 East University Drive
Phoenix, Arizona 85034
(Address of Registrant’s principal executive office)
(602) 794-9600
(Registrant’s telephone number)
(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 (see General Instruction A.2. below):
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o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF ADDITIONAL REGISTRANTS
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| | | | I.R.S. EMPLOYER |
| | STATE OR OTHER JURISDICTION OF | | IDENTIFICATION |
NAME OF REGISTRANT | | INCORPORATION OR ORGANIZATION | | NUMBER |
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EaglePicher Incorporated | | Ohio | | 31-0268670 |
Carpenter Enterprises, Inc. | | Michigan | | 38-2752092 |
Daisy Parts, Inc. | | Michigan | | 38-1406772 |
Eagle-Picher Far East, Inc. | | Delaware | | 31-1235685 |
EaglePicher Filtration & Minerals, Inc. | | Nevada | | 31-1188662 |
EaglePicher Technologies, LLC | | Delaware | | 31-1587660 |
EaglePicher Automotive, Inc. | | Michigan | | 38-0946293 |
EaglePicher Pharmaceutical Services, LLC | | Delaware | | 74-3071334 |
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TABLE OF CONTENTS
ITEM 7.01. REGULATION FD DISCLOSURE
The registrant issued a press release dated February 10, 2005 announcing that it, along with EaglePicher Incorporated (“EPI” and collectively “EaglePicher”) had retained Giuliani Capital Advisors LLC (“GCA”) as a financial and strategic advisor at EaglePicher Automotive, Inc. GCA will assist EaglePicher Automotive in developing a comprehensive strategy to improve operating and financial performance, including improvements to EaglePicher Automotive’s plant consolidation and China sourcing initiatives. EaglePicher also stated that EaglePicher Automotive’s financial performance may decline substantially in 2005 compared to 2004 due to continued operating inefficiencies related to plant consolidation and China sourcing initiatives, reduced volumes and two programs totaling approximately $20 million in annual revenues that were resourced.
The information being furnished under Section 7 of this report shall not be considered “filed” for purposes of the Securities and Exchange Act of 1934, as amended, (the “Exchange Act”), or otherwise subject to the liabilities thereof, nor shall it be deemed to be incorporated by reference in any filing under the Exchange Act or under the Securities Act of 1933, as amended, except to the extent specifically provided in any such filing.
ITEM 9.01(c) EXHIBITS
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99.1 | Press Release dated February 10, 2005. |
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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.
Date: February 11, 2005
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| EAGLEPICHER HOLDINGS, INC. | |
| By: | Thomas R. Pilholski | |
| | Name: | Thomas R. Pilholski | |
| | Title: | Senior Vice President and Chief Financial Officer | |
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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.
Date: February 11, 2005
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| EAGLEPICHER INCORPORATED | |
| By: | Thomas R. Pilholski | |
| | Name: | Thomas R. Pilholski | |
| | Title: | Senior Vice President and Chief Financial Officer | |
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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.
Date: February 11, 2005
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| CARPENTER ENTERPRISES, INC. | |
| By: | Thomas R. Pilholski | |
| | Name: | Thomas R. Pilholski | |
| | Title: | Senior Vice President and Chief Financial Officer | |
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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.
Date: February 11, 2005
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| DAISY PARTS, INC. | |
| By: | Thomas R. Pilholski | |
| | Name: | Thomas R. Pilholski | |
| | Title: | Vice President | |
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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.
Date: February 11, 2005
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| EAGLEPICHER FAR EAST, INC. | |
| By: | Thomas R. Pilholski | |
| | Name: | Thomas R. Pilholski | |
| | Title: | Vice President | |
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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.
Date: February 11, 2005
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| EAGLEPICHER FILTRATION & MINERALS, INC. | |
| By: | Thomas R. Pilholski | |
| | Name: | Thomas R. Pilholski | |
| | Title: | Vice President | |
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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.
Date: February 11, 2005
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| EAGLEPICHER TECHNOLOGIES, LLC | |
| By: | Shane Dryanski | |
| | Name: | Shane Dryanski | |
| | Title: | Vice President and Chief Financial Officer | |
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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.
Date: February 11, 2005
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| EAGLEPICHER AUTOMOTIVE, INC. | |
| By: | Thomas R. Pilholski | |
| | Name: | Thomas R. Pilholski | |
| | Title: | Vice President | |
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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.
Date: February 11, 2005
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| EAGLEPICHER PHARMACEUTICAL SERVICES, INC. | |
| By: | Thomas R. Pilholski | |
| | Name: | Thomas R. Pilholski | |
| | Title: | Vice President | |
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