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SECURITIES AND EXCHANGE COMMISSION
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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): January 16, 1996
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Armco Inc.
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(Exact name of registrant as specified in charter)
Ohio 1-873-2 31-0200500
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or organization) File Number) Identification No.)
One Oxford Centre, 301 Grant Street, Pittsburgh, Pennsylvania 15219-1415
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 412/255-9800
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On January 16, 1996, Armco Inc. ("Armco") sold its partnership interest in
National-Oilwell, a joint venture engaged in the oil and gas service business
that was equally owned by subsidiaries of Armco and USX Corporation ("USX"),
to an entity (the "Acquirer") formed by Duff & Phelps/Inverness and First
Reserve Funds along with certain members of National-Oilwell management. The
sale was effected pursuant to a Purchase Agreement by and among Armco, USX,
their respective subsidiary partners in National-Oilwell and NOW Holdings,
Inc. USX also simultaneously sold its partnership interests in National-
Oilwell to the Acquirer. At the closing, Armco received $77 million in cash
and a $10 million subordinated promissory note of the Acquirer due and payable
in equal payments on the eighth and ninth anniversary dates of the closing.
Armco also received a $3 million contingent payment obligation of USX payable
on payment of the subordinated promissory note. The terms of the transaction
were the result of arms'-length negotiation among the parties.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
b. Pro Forma Financial Information
Armco's investment in National-Oilwell, which has been carried as a
discontinued operation since September 30, 1995, was $85.5 million. Upon the
closing, Armco recognized the receipt of $77 million in cash, recorded $10.6
million in Other investments on the Consolidated Statement of Financial
Position for the discounted value of the notes and recognized deferred foreign
translation losses and miscellaneous expenses totaling $2.1 million. No gain
or loss was recorded on the transaction. The transaction will have no
material effect on Income (loss) from continuing operations.
c. Exhibits
2. Purchase Agreement, as amended, among Oilwell, Inc., National Supply
Company, Inc., USX Corporation, Armco Inc. and NOW Holdings, Inc.
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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.
ARMCO INC.
Date: January 31, 1996 By: /s/ Gary R. Hildreth
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Gary R. Hildreth
Vice President
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