UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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 1, 2005
(Commission File Number)333-49957-01
EaglePicher Holdings, Inc.
(Exact name of Registrant as specified in its charter)
| | |
Delaware | | 13-3989553 |
(State of incorporation) | | (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)
TABLE OF ADDITIONAL REGISTRANTS
| | | | |
| | | | I.R.S. EMPLOYER |
| | STATE OR OTHER JURISDICTION OF | | IDENTIFICATION |
NAME OF REGISTRANT | | INCORPORATION OR ORGANIZATION | | NUMBER |
|
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 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
The following information, including the text of the press release attached as an exhibit to this Form 8-K, is being furnished pursuant to Item 2.02, “Results of Operations and Financial Condition,” and shall not be deemed filed with the Securities and Exchange Commission (“SEC”), nor shall it be deemed incorporated by reference in any filing with the SEC under the Securities Exchange Act of 1934 or the Securities Act of 1933, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
On February 1, 2005, the registrant issued a press release announcing, among other things, preliminary unaudited financial results for the year ended November 30, 2004, including its adjusted earnings before interest, taxes, depreciation and amortization (EBITDA), Credit Agreement EBITDA (as defined in the press release filed as an exhibit hereto) and net debt, and its non compliance with certain debt covenants, possible goodwill impairment charge and appointment of Chief Development Officer. Materials containing this information can be found on the Company’s web site atwww.eaglepicher.com under investor relations. A copy of the press release is furnished as Exhibit 99.01 to this report.
ITEM 9.01(c) EXHIBITS
99.01 Press Release dated February 1, 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 2, 2005
| | | | | | | | | | |
| | EAGLEPICHER HOLDINGS, INC. | | |
| | | | | | | | | | |
| | By: | | /s/ 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 2, 2005
| | | | | | | | | | |
| | EAGLEPICHER INCORPORATED | | |
| | | | | | | | | | |
| | By: | | /s/ 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 2, 2005
| | | | | | | | | | |
| | CARPENTER ENTERPRISES, INC. | | |
| | | | | | | | | | |
| | By: | | /s/ 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 2, 2005
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| | DAISY PARTS, INC. | | |
| | | | | | | | | | |
| | By: | | /s/ 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 2, 2005
| | | | | | | | | | |
| | EAGLEPICHER FAR EAST, INC. | | |
| | | | | | | | | | |
| | By: | | /s/ 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 2, 2005
| | | | | | | | | | |
| | EAGLEPICHER FILTRATION & MINERALS, INC. | | |
| | | | | | | | | | |
| | By: | | /s/ 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 2, 2005
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| | EAGLEPICHER TECHNOLOGIES, LLC | | |
| | | | | | | | | | |
| | By: | | /s/ 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 2, 2005
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| | EAGLEPICHER AUTOMOTIVE, INC. | | |
| | | | | | | | | | |
| | By: | | /s/ 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 2, 2005
| | | | | | | | | | |
| | EAGLEPICHER PHARMACEUTICAL SERVICES, INC. | | |
| | | | | | | | | | |
| | By: | | /s/ Thomas R. Pilholski |
| | | | | | | | |
| | | | Name: | | Thomas R. Pilholski | | | | |
| | | | Title: | | Vice President | | | | |
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