SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): December 16, 1999
Huttig Building Products, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-15313 43-0334550
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Lakeview Center, Suite 400
14500 South Outer Forty Road, Chesterfield, MO 63017
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:(314) 216-2600
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Exhibit Index on page 4
Item 2. Acquisition or Disposition of Assets.
On December 16, 1999, Huttig Building Products, Inc. ("Huttig")was
separated from Crane Co. in a tax-free spin-off, and immediately thereafter
Huttig completed the acquisition of Rugby USA, Inc. ("RUSA"), the U.S. building
products business of The Rugby Group PLC ("Rugby"), in exchange for 6,546,424
shares of Huttig Common Stock, par value $.01 per share, or approximately 32% of
the outstanding Huttig Common Stock. The spin-off and acquisition are described
in Amendment No. 4 to Huttig's Registration Statement on Form 10/A that became
effective December 7, 1999 (the "Form 10/A"). A press release with respect to
the acquisition of RUSA by Huttig is attached to this Form 8-K as Exhibit 99.1
and incorporated herein by reference.
Simultaneous with the acquisition, Huttig borrowed $105 million
under its $125 million bank credit facility with Bank One, NA, as agent for a
group of lenders (the "Credit Facility"), and applied $68 million of the
proceeds to repay indebtedness to a wholly owned subsidiary of Crane and $32
million of the proceeds to repay indebtedness of RUSA to Rugby. The interest
rate under the Credit Facility will fluctuate from time to time based upon
various benchmark rates and interest rate options, and initially is 8.5%. A
summary description of the Credit Facility is included in the Form 10/A. The
Credit Facility is attached to this Form 8-K as Exhibit 4.1 and is incorporated
in this Item 2 by reference. Huttig has received commitments for the purchase of
an aggregate of $50 million principal amount of unsecured 8.62% 10-year notes
(the "Notes"), subject to execution of definitive documentation and completion
of due diligence. The Notes are expected to be issued in early January 2000, and
the proceeds of the issuance are expected to be used to reduce outstanding
indebtedness under the Credit Facility.
Following completion of the acquisition, Huttig now has five
Regional Vice Presidents, including two former Vice Presidents of Rugby Building
Products, Inc.("RBP"), RUSA's wholly owned subsidiary. The five Regional Vice
Presidents are:
George M. Dickens, Jr. Mr. Dickens was a Vice President of RBP's
Millwork Division since July, 1997. Prior to that, Mr. Dickens had been
the President of RBP's Midwest Division since February of 1996, and a RBP
Branch General Manager since July 1990.
Daniel Geller. Mr. Geller was Regional District Manager at G. E.
Supply (wholesale distributor of electrical supplies), a division of
General Electric Co since 1997.
Page 2 of 5 pages
Prior to that, Mr. Geller had been a General Manager since 1995, and a
Branch Manager since 1991, at G. E. Supply.
Carl A. Liliequist. Mr. Liliequist has been a Huttig Regional Vice
President since July 1988.
Paul Lyle. Mr. Lyle was Vice President of RBP's Building Materials
Division since July 1997. Prior to that, Mr. Lyle had been a Branch
General Manager at MacMillan Bloedel Limited(lumber and building products
distributor) since 1988.
Stokes R. Ritchie. Mr. Ritchie has been a Huttig Regional Vice
President since August 1998. Prior to joining Huttig, Mr. Ritchie was Vice
President of Sales and Marketing of the Westex Division of LYDALL, Inc.
(OEM Automotive Products Manufacturer) from 1996 to 1998. From 1994 to
1996, Mr. Ritchie was Vice President, Sales and Marketing for American
Woodmark Corporation.
Stephen C. Brown, who had served since 1997 as President and Chief
Executive Officer of RBP, will provide consulting services to Huttig for several
months, but will not become Huttig's Chief Operating Officer as previously
described in the Form 10/A. Barry J. Kulpa and Gregory D. Lambert will serve as
President and Chief Executive Officer and Vice President - Administration and
Chief Financial Officer, respectively, as stated in the Form 10/A.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Businesses Acquired. The following
financial statements of Rugby USA, together with the report thereon of
PriceWaterhouseCoopers LLP, are incorporated herein by reference from the Form
10/A (File No. 1-15313):
Consolidated Balance Sheets at December 31, 1998 and 1997 and unaudited
Consolidated Balance Sheet at September 30, 1999.
Consolidated Statements of Operations and Retained Earnings/Accumulated
Deficit for the Years Ended December 31, 1998, 1997 and 1996 and
unaudited Consolidated Statements of Operations and Retained
Earnings/Accumulated Deficit for the Nine Months Ended September 30,
1999 and 1998
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Consolidated Statements of Cash Flows for the Years Ended December 31,
1998 and 1997 and unaudited Consolidated Statements of Cash Flow for the
Nine Months Ended September 30, 1999 and 1998
Notes to Consolidated Financial Statements
(b) Pro Forma Financial Information. The Huttig Unaudited Pro
Forma Condensed Combined Statements of Income for the year ended December
31, 1998, and the nine months ended September 30, 1999, and the Huttig
Unaudited Pro Forma Condensed Combined Balance Sheet dated September 30,
1999 are incorporated by reference from the Form 10/A.
(c) Exhibits. The following exhibits are filed herewith:
4.1 Credit Agreement dated as of December 16, 1999, between
Huttig Building Products, Inc. and Bank One NA, as agent for the lenders
named therein (the "Lenders"), and the Lenders.
4.2 Form of Huttig Building Products, Inc. Promissory Note
in favor of certain of the Lenders.
99.1 Press release dated December 16, 1999.
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SIGNATURE
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.
Huttig Building Products, Inc.
(Registrant)
Date: December 22, 1999 By: /s/ Barry J. Kulpa
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Barry J. Kulpa
President and
Chief Executive Officer
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