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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
MAY 31, 1996
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
NORTHWEST PIPE COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OREGON 0-27140 93-0557988
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NO.) IDENTIFICATION NO.)
12005 N. BURGARD, PORTLAND, OREGON 97006
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(503) 285-1400
(Registrant's telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Exhibit Index on Page 5
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Item 2. Acquisition or Disposition of Assets
On May 31, 1996, Northwest Pipe Company (the "Company") acquired
Thompson Pipe and Steel Company ("Thompson"), a manufacturer of water
transmission pipe headquartered in Denver, Colorado. The acquisition (the
"Acquisition") was accomplished through the Company's purchase of all of the
issued and outstanding capital stock of Thompson from Inter-City Products
Corporation, a Canadian corporation based in Toronto, Canada, and its affiliates
("ICP").
The purchase price paid by the Company for the capital stock of
Thompson was approximately $3.0 million, subject to adjustment based on a
post-closing balance sheet to be completed by June 30, 1996. In addition, the
Company purchased from ICP certain indebtedness of Thompson to ICP in the amount
of approximately $4.8 million. The purchase price was determined through
arms-length negotiations between the Company and ICP. The funds used to pay the
purchase price were obtained pursuant to the terms of the Company's Amended and
Restated Financing Agreement with The CIT Group/Business Credit, Inc. dated as
of May 31, 1996.
The principal assets acquired by the Company in the Acquisition were
steel pipe manufacturing facilities located in Denver, Colorado and Princeton,
Kentucky. The Kentucky manufacturing facility was closed by Thompson in 1995.
The Company intends to continue operating the manufacturing facility in Denver,
Colorado, and intends to dispose of the manufacturing facility located in
Princeton, Kentucky.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired.
It is impracticable to provide the financial statements required under
this Item as of the date this Current Report on Form 8-K must be filed. The
required financial statements will be filed as an amendment to this Form 8-K as
soon as practicable, but not later than 60 days after the date this Current
Report on Form 8-K must be filed.
(b) Pro Forma Financial Information.
It is impracticable to provide the pro forma financial information
required under this Item as of the date this Current Report on Form 8-K must be
filed. The required pro forma financial information will be filed as an
amendment to this Form 8-K as soon as practicable, but not later than 60 days
after the date this Current Report on Form 8-K must be filed.
(c) Exhibits.
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2.1 Stock Purchase Agreement dated as of May 8, 1996
among Northwest Pipe Company, Thompson Pipe and Steel
Company, CHL Holdings, Inc. and Inter-City Products
Corporation.
10.1 Amended and Restated Financing Agreement dated as of
May 31, 1996 among The CIT Group/Business Credit,
Inc., Northwest Pipe Company, Thompson Pipe and Steel
Company and Thompson Steel Pipe Company.
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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 thereunto duly authorized.
NORTHWEST PIPE COMPANY
Date: June 14, 1996 By: /s/ Brian W. Dunham
________________________________
Brian W. Dunham
Executive Vice President
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EXHIBIT INDEX
Exhibit No. Description Page
2.1 Stock Purchase Agreement dated as of May 8, 1996 among
Northwest Pipe Company, Thompson Pipe and Steel Company, CHL
Holdings, Inc. and Inter-City Products Corporation.
10.1 Amended and Restated Financing Agreement dated as of May 31,
1996 among The CIT Group/Business Credit, Inc., Northwest Pipe
Company, Thompson Pipe and Steel Company and Thompson Steel
Pipe Company.
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