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):December 27, 2004
(Commission File Number)333-49957-01
EaglePicher Holdings, Inc.
(Exact name of Registrant as specified in its charter)
| | | |
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)
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 7.01. REGULATION FD DISCLOSURE
The registrant issued a press release dated December 27, 2004 containing revised guidance on a preliminary, unaudited basis on its forecasted adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA), Credit Agreement EBITDA (both as defined in the press release filed as an exhibit hereto) and debt for its fiscal year ended November 30, 2004. Materials containing this information can be found on the Company’s web site at www.eaglepicher.com under Investor Relations.
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
7.01(1) Press Release dated December 27, 2004.
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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: December 28, 2004
| | | | | |
| | 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: December 28, 2004
| | | | | |
| | 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: December 28, 2004
| | | | | |
| | 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: December 28, 2004
| | | | | |
| | 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: December 28, 2004
| | | | | |
| | 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: December 28, 2004
| | | | | |
| | 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: December 28, 2004
| | | | | |
| | 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: December 28, 2004
| | | | | |
| | 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: December 28, 2004
| | | | | |
| | EAGLEPICHER PHARMACEUTICAL SERVICES, INC.
| |
| | By: | Thomas R. Pilholski | |
| | | Name: | Thomas R. Pilholski | |
| | | Title: | Vice President | |
| |
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