FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported) June 30, 1994
Commission file number: 0-20416
EAGLE INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-3384361
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
Two North Riverside Plaza
Chicago, Illinois 60606
(Address of Principal Executive Offices)
(312) 906-8700
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last
report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 30, 1994, an indirect wholly-owned subsidiary of Eagle Industries, Inc.
(the "Company") sold the stock of Pfaudler (United States), Inc. ("Pfaudler")
and Chemineer, Inc. ("Chemineer") to Robbins & Myers, Inc. pursuant to an
Amended and Restated Stock Purchase Agreement (the "Agreement") dated June 29,
1994.
Under the terms of the Agreement, total consideration received amounted to
$59.9 million in cash and a $50.0 million note. In addition, the Company
received stock appreciation rights with respect to 2,000,000 shares of the
common stock of Robbins & Myers, Inc. The cash proceeds received at closing
were primarily utilized by the Company and its subsidiaries to reduce
outstanding debt.
Pfaudler is a manufacturer of glass-lined steel storage and reactor vessels for
the chemical processing and pharmaceutical industries. Chemineer is a
manufacturer of mixing and agitation equipment for the process industries.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
A. Financial Statements
Not applicable
B. Pro Forma Financial Statements
It is not practicable to provide the required pro forma financial
information at the time of the filing of this report. The required pro
forma financial information will be filed within 45 days of the due date of
this Form 8-K, or by August 29, 1994.
C. Exhibits
2.1 Amended and Restated Stock Purchase Agreement among Eagle Industrial
Products Corporation and O.D.E. Manufacturing, Inc. and Robbins & Myers,
Inc.
2.2 SAR and Registration Rights Agreement between Robbins & Myers, Inc. and
Eagle Industrial Products Corporation.
2.3 Robbins & Myers, Inc. Senior Subordinated Extendible Reset Note
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.
EAGLE INDUSTRIES, INC.
Dated: July 13, 1994 By: /s/ Sam A. Cottone
-------------------------
Sam A. Cottone
Senior Vice President and
Chief Financial Officer