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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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):July 9, 2003
(Commission File Number)333-49957
EaglePicher Holdings, Inc.
| Delaware (State of incorporation) | 13-3989553 (I.R.S. Employer Identification Number) |
11201 North Tatum Blvd., Suite 110
Phoenix, Arizona 85028
(Address of Registrant’s principal executive office)
(602) 652-9600
(Registrant’s telephone number)
| Jurisdiction | IRS Employer | |||||||||||
| Incorporation or | Commission | Identification | ||||||||||
| Name | Organization | File Number | Number | |||||||||
| EaglePicher Incorporated | Ohio | 333-49957 | 31-0268670 | |||||||||
| Daisy Parts, Inc. | Michigan | 333-49957-02 | 38-1406772 | |||||||||
| EaglePicher Development Co., Inc. | Delaware | 333-49957-03 | 31-1215706 | |||||||||
| EaglePicher Far East, Inc. | Delaware | 333-49957-04 | 31-1235685 | |||||||||
| EaglePicher Minerals, Inc. | Nevada | 333-49957-06 | 31-1188662 | |||||||||
| EaglePicher Technologies, LLC | Delaware | 333-49957-09 | 31-1587660 | |||||||||
| Hillsdale Tool & Manufacturing Co. | Michigan | 333-49957-07 | 38-0946293 | |||||||||
| EPMR Corporation (f/k/a Michigan | ||||||||||||
| Automotive Research Corp.) | Michigan | 333-49957-08 | 38-2185909 | |||||||||
Eagle-Picher Holdings Inc.
250 East Fifth Street, Suite 500; P.O.Box 779
Cincinnati, Ohio 45202
(Former Name and Address, if changed since last report)
| ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS | ||||||||
| ITEM 9. REGULATION FD DISCLOSURE | ||||||||
| SIGNATURES | ||||||||
| Exhibit Index | ||||||||
| EX-99.1 | ||||||||
| EX-99.2 | ||||||||
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
| (a) | Not applicable. | ||
| (b) | Not applicable. | ||
| (c) | Exhibits. |
| 99.1 | Press Release, dated July 9, 2003 | |
| 99.2 | Press Release, dated July 11, 2003 |
ITEM 9. REGULATION FD DISCLOSURE
EaglePicher Incorporated (“EPI”) issued a press release on July 9, 2003, announcing that it has commenced a tender offer and consent solicitation to purchase for cash, on the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated July 9, 2003 (the “Statement”), any and all of EPI’s 9 3/8% Senior Subordinated Notes due March 1, 2008 and to solicit consents to the adoption of proposed amendments to the Notes and the related Indenture. The offer and the solicitation are subject to the satisfaction of a number of conditions, as described in the Statement. A copy of this press release is attached as Exhibit 99.1 to this report. Nothing in this report shall constitute an offer to purchase or sell, or a solicitation of an offer to purchase or sell, any securities of EaglePicher Holdings, Inc. or EPI.
EaglePicher Holdings, Inc. issued a press release on July 11, 2003, reporting financial results for the second quarter of fiscal year 2003. A copy of this press release is attached as Exhibit 99.2 to this report. Item 12 of Form 8-K, “Results of Operations and Financial Condition,” requires us to furnish this press release to the Securities and Exchange Commission. In accordance with interim guidance issued by the Securities and Exchange Commission in Release No. 33-8216, we are furnishing this press release required by Item 12 under Item 9 of this report.
The information being furnished under Item 9 of this report shall not be considered “filed” for purposes of the Securities and Exchange Act of 1934, as amended.
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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: July 14, 2003
| 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: July 14, 2003
| 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: July 14, 2003
| 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: July 14, 2003
| EAGLEPICHER DEVELOPMENT CO., 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: July 14, 2003
| 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: July 14, 2003
| EAGLEPICHER 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: July 14, 2003
| EAGLEPICHER TECHNOLOGIES, LLC | ||||
| By: | /s/ Bradley J. Waters | |||
| Name: Bradley J. Waters 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: July 14, 2003
| HILLSDALE TOOL & MANUFACTURING CO. | ||||
| 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: July 14, 2003
| EPMR CORPORATION | ||||
| By: | /s/ Thomas R. Pilholski | |||
| Name: Thomas R. Pilholski Title: Vice President | ||||
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Exhibit Index
| Exhibit No. | Description | |
| 99.1 | Press Release, dated July 9, 2003 | |
| 99.2 | Press Release, dated July 11, 2003 |
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