FORM 8-K
CURRENT REPORT
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
January 22, 1997
ZURN INDUSTRIES, INC.
IRS Employer
State of Commission Identification
Incorporation File Number Number
Pennsylvania 1-5502 25-1040754
Address and
Telephone Number
One Zurn Place
Erie, Pennsylvania 16505
814-452-2111
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ITEM 2 - ACQUISITION OF ASSETS
On January 22, 1997, Zurn Acquisition Co., Inc. (the "Purchaser"), a Delaware
corporation and a wholly-owned subsidiary of Zurn Industries, Inc., a
Pennsylvania corporation and the Registrant herein (the "Registrant"),
purchased 6,755,154 (or approximately 94.4 percent) of the outstanding shares
of common stock, $1.00 par value ("Eljer Common Stock"), of Eljer Industries,
Inc., a Delaware corporation (the "Company"), for $24.00 per share, net to the
seller in cash. The acquisition was made pursuant to a tender offer by the
Purchaser to purchase all of the outstanding shares of Eljer Common Stock upon
the terms and subject to the conditions set forth in the Offer to Purchase
dated December 20, 1996, and the related Letter of Transmittal (which,
together, and with any amendments or supplements thereto, collectively
constitute the "Offer"). After completion of the Offer and pursuant to the
terms of the Agreement and Plan of Merger dated December 14, 1996, among the
Registrant, the Purchaser and the Company (the "Merger Agreement"), the
Purchaser was merged on January 27, 1997, with and into the Company (the
"Merger") pursuant to Section 253 of the Delaware General Corporation Law. As
a result of the Merger, the Company is now a direct, wholly-owned subsidiary
of the Registrant. All shares of Eljer Common Stock outstanding immediately
prior to the effective time of the Merger (other than shares owned by (i) the
Registrant, the Purchaser, the Company or any of their respective
subsidiaries, or (ii) shareholders who properly perfect appraisal rights in
accordance with Section 262 of the Delaware General Corporation Law) were
converted into the right to receive $24.00 in cash, without interest and less
any withholding taxes.
The purchase price for the shares of Eljer Common Stock acquired in the Offer
and pursuant to the Merger Agreement was determined by arms-length negotiation
between the Registrant and the Company.
The aggregate amount of funds required by the Purchaser to pay the aggregate
purchase price to be paid pursuant to the Offer and Merger was approximately
$200 million. The funds were provided to the Purchaser in the form of capital
contributions or advances made by the Registrant. The Registrant obtained the
funds for such capital contributions or advances from its available cash and
through loans from a group of banks, consisting of Bankers Trust Company,
NationsBank, N.A., Societe Generale, PNC Bank, National Association, and Brown
Brothers Harriman & Co. (the "Banks") pursuant to a credit agreement (the
"Credit Agreement") dated as of January 21, 1997.
The Registrant is an industry leader in manufacturing and marketing plumbing
products and HVAC and in providing water resource construction services and
fire protection systems. The Registrant will utilize the assets of the
Company in a consistent fashion.
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ITEM 7 - FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS
Financial Statements And Pro Forma Information
It is impracticable at this time for the Registrant to file, together with
this Current Report, the required financial statements and financial
information with respect to the Company. Accordingly, the Registrant hereby
undertakes to file such required statements and information by amendment to
this Current Report on Form 8-K on or prior to April 7, 1997.
Exhibits
The exhibits listed in the Exhibit Index to this report on From 8-K are
incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
ZURN INDUSTRIES, INC.
February 5, 1997 /s/ Dennis Haines
Dennis Haines
General Counsel and Secretary
EXHIBIT INDEX
2 Plan Of Acquisition, Reorganization, Arrangement, Liquidation Or
Succession
Agreement and Plan of Merger dated as of December 14, 1996 Incorporated
by and among Zurn Industries, Inc., Zurn Acquisition Co., by reference
Inc. and Eljer Industries, Inc. filed as Exhibit (c)(1) to
Schedule 14D-1 filed by the Registrant on December 20, 1996
10 Material Contracts
10.1 Credit Agreement dated January 21, 1997 by and among Zurn
Industries, Inc., Eljer Manufacturing, Inc., the lenders
party thereto from time to time, NationsBank, N.A., as
Documentation Agent and Bankers Trust Company, as
Administrative Agent
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