FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of February, 2003
EMCO LIMITED
(Translation of registrant's name into English)
620 Richmond Street
London, Ontario, N6A 5J9
(Address of principal executive offices)
[Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F.]
Form 20-F Form 40-F X
---- ----
[Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.]
Yes No X
---- ----
[If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-____.]
MATERIAL CHANGE REPORT
PURSUANT TO
SECTION 85(1) OF THE SECURITIES ACT (BRITISH COLUMBIA)
SECTION 118(1) OF THE SECURITIES ACT (ALBERTA)
SECTION 84(1) OF THE SECURITIES ACT (SASKATCHEWAN)
SECTION 75(2) OF THE SECURITIES ACT (ONTARIO)
SECTION 73 OF THE SECURITIES ACT (QUEBEC)
SECTION 81(2) OF THE SECURITIES ACT (NOVA SCOTIA)
SECTION 76(2) OF THE SECURITIES ACT (NEWFOUNDLAND)
1. REPORTING ISSUER
The name and address of the principal office in Canada of the
reporting issuer is Emco Limited ("Emco"), 620 Richmond Street,
London, Ontario N6A 5J9.
2. DATE OF MATERIAL CHANGE
The material change occurred on February 20, 2003.
3. PRESS RELEASE
The press release reporting the material change was issued by Emco on
February 20, 2003, in Canada and the United States through
CCNMatthews.
4. SUMMARY OF MATERIAL CHANGE
Emco announced that it had entered into a Support Agreement with
Blackfriars Corp. ("Blackfriars") and 2022841 Ontario Inc., a wholly
owned subsidiary of Blackfriars, pursuant to which 2022841 Ontario
Inc. will make an offer to purchase all of the issued and outstanding
common shares of Emco at a price of Cdn. $16.60 per share in cash (for
an aggregate value of approximately Cdn. $285 million).
5. FULL DESCRIPTION OF MATERIAL CHANGE
Reference is made to the press release dated February 20, 2003 annexed
hereto.
6. RELIANCE ON SECTION 75(3) OF THE SECURITIES ACT (ONTARIO)
Not applicable.
7. OMITTED INFORMATION
Not applicable.
8. SENIOR OFFICERS
Gordon E. Currie
Vice President, Treasurer & Chief Financial Officer
(519) 645-3905
Mark F. Whitley
Vice President, General Counsel and Secretary
Tel: (519) 645-3929
9. STATEMENT OF SENIOR OFFICER
The foregoing accurately discloses the material change referred to
herein.
SIGNED this 21st day of February at London, Ontario.
EMCO LIMITED
Per: /s/ Mark F. Whitley
-------------------------------
Mark F. Whitley
Vice President, General Counsel
and Secretary
EMCO LIMITED ANNOUNCES AGREEMENT
ON OFFER TO PURCHASE EMCO SHARES
LONDON, Ontario (February 20, 2003) - Emco Limited [Toronto: EML; Nasdaq:
EMLTF] announced today that it has entered into a Support Agreement with
Blackfriars Corp. and 2022841 Ontario Inc., a wholly owned subsidiary of
Blackfriars, pursuant to which 2022841 Ontario Inc. will make an offer to
purchase all of the issued and outstanding common shares of Emco at a price
of Cdn. $16.60 per share in cash (for an aggregate value of approximately
Cdn. $285 million). The offer is expected to be mailed to shareholders
shortly and will be subject to conditions customary in transactions of this
nature, including that at least 66-2/3% of the Emco common shares are
tendered and that all necessary regulatory approvals are obtained.
The offer has the unanimous support of the Independent Committee of Emco's
Board of Directors. TD Securities Inc., the financial advisor to the
Independent Committee, has opined that the consideration under the offer is
fair from a financial point of view to Emco's shareholders. As a result,
Emco's Board of Directors will unanimously recommend that Emco shareholders
accept the offer. The recommendation of the Board is expected to be mailed
to the shareholders at the same time as the offer. At the request of the
Independent Committee, Masco Corporation, the holder of approximately 42%
of the issued and outstanding common shares of Emco, has entered into an
agreement with Blackfriars pursuant to which it has agreed to tender its
shares.
The offer is the result of a strategic alternatives review initiated by
Emco's Board of Directors in July 2002 in order to maximize shareholder
value. During the course of the strategic alternatives review, the
Independent Committee, through TD Securities, contacted and held
discussions with a large number of third parties. The offer represents a
12.5% premium over Emco's closing share price of $14.75 on the Toronto
Stock Exchange on February 19, 2003, and a 58% premium over Emco's closing
share price of $10.50 on July 23, 2002, the day prior to the announcement
of the strategic alternatives review.
Blackfriars Corp. is a substantial privately held investment company with
major interests in the manufacture and wholesale distribution of
construction and maintenance material.
"I am pleased that Emco's comprehensive review of strategic alternatives
has resulted in an opportunity for liquidity for Emco's shareholders at an
attractive price", stated Douglas E. Speers, President and Chief Executive
Officer of Emco Limited. "This transaction will give Emco the strong
sponsorship of Blackfriars Corp., a well respected investment company in
the United States, and provides Emco with the opportunity to continue our
strong relationships with our employees, customers and suppliers."
Emco Limited is one of Canada's leading distributors and manufacturers of
building products for the residential, commercial and industrial
construction markets.
For further information please contact:
Gordon E. Currie Daniel J. Boyd
Vice President, Treasurer & CFO Director, Investor Relations & Tax
(519) 645-3905 (519) 645-3911
This press release contains forward-looking statements within the meaning
of the "safe harbor" provisions of the United States Private Securities
Litigation Reform Act of 1995. Investors are cautioned that such
forward-looking statements with respect to revenues, earnings, performance,
strategies, prospects and other aspects of the businesses of Emco are based
on current expectations that are subject to risks and uncertainties. A
number of factors could cause actual results or outcomes to differ
materially from those indicated by such forward-looking statements. These
factors include, but are not limited to, risks and uncertainties set forth
in Emco's filings with the U.S. Securities and Exchange Commission,
including risks and uncertainties relating to: delays in obtaining or
adverse conditions contained in any required regulatory approvals, changes
in laws or regulations, economic conditions affecting future sales and
margins, changes in markets, legislative and regulatory changes and
availability and cost of capital and other similar factors. The
forward-looking statements contained in this press release speak only as of
the date of this release. Emco expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statement included in this release to reflect any changes
in Emco's expectations with regard thereto or any changes in events,
conditions, or circumstances on which any such statement is based. Readers
are referred to Emco's reports filed with the U.S. Securities and Exchange
Commission.
2022841 Ontario Inc. has not commenced a tender offer for the common shares
of Emco. Upon commencement of the tender offer, 2022841 Ontario Inc. will
file with the U.S. Securities and Exchange Commission a Schedule TO and
related exhibits, including the offer to purchase, letter of transmittal,
and other related documents, and Emco will file a
solicitation/recommendation statement. Shareholders are urged to carefully
read: (1) the Schedule TO and related exhibits, including the offer to
purchase, letter of transmittal, and other related documents, and (2) the
solicitation/recommendation statement when these become available, as they
will contain important information about the tender offer. The Schedule TO
and related exhibits and the solicitation/recommendation statement will be
available without charge at the U.S. Securities and Exchange Commission Web
site at www.sec.gov and will be delivered without charge to all
shareholders of Emco. The solicitation/recommendation statement may also be
obtained without charge from Emco by directing a request to Emco Limited,
PO Box 5252, London, Ontario, N68 4L6, (519) 645-3911, Attention: Daniel J.
Boyd, Director, Investor Relations & Tax.
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.
EMCO LIMITED
(Registrant)
Date: February 25, 2003 By: /s/ Mark F. Whitley
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Mark F. Whitley
Vice President, General Counsel
and Corporate Secretary