SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 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):
January 31, 1997
GIBRALTAR STEEL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-22462 16-1445150
(Commission File Number) (IRS Employer Identification No.)
3556 Lake Shore Road, P.O. Box 2028, Buffalo, N.Y.
(Address of principal executive offices) 14219-0228
(Zip Code)
Registrant's telephone number, including area code:
(7l6) 826-6500
______________________________________________________
(Former name or former address, if changed since last
report.)
Page 1 of 69 Pages.
Exhibit Index is on Page 4.
Item 2. Acquisition and Disposition of Assets.
On January 31, 1997, the Registrant's wholly-owned
subsidiary, Gibraltar Steel Corporation of New York
("Gibraltar"), purchased all of the outstanding capital
stock of Southeastern Metals Manufacturing Company, Inc.
(SEMCO) from its respective shareholders for an aggregate
cash purchase price of approximately $25,000,000. In
addition, Gibraltar repaid approximately $15,000,000 of
SEMCO's bank indebtedness. The Registrant has guaranteed
to such shareholders the performance of the obligations of
Gibraltar New York in connection with this acquisition.
The purchase price is subject to adjustment based upon the
net worth of SEMCO at January 31, 1997. The funding for
this transaction was provided by borrowings under the
Registrant's existing credit facilities.
SEMCO provides the construction industry with
galvanized steel, aluminum and copper products, including
steel framing, metal trims, prefab homes and utility
sheds, metal connectors, metal roofing, drywall products,
gutters and downspouts, ventilation products and storm
panel systems.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(a) Exhibits
10.1 Purchase Agreement dated as of January 31, 1997
among Gibraltar Steel Corporation of New York,
Nadine W. Gramling; Nadine W. Gramling, as
Trustee of the Nadine W. Gramling Revocable
Trust; D.G. Granger as Trustee of the Donnie L.
Gramling, Jr. GRAT; D.G. Granger as Trustee of
the Scott Ray Gramling GRAT; D.G. Granger as
Trustee of the Tonya Michelle Cogan GRAT; D. G.
Granger as Trustee of the Donnie L. Gramling, Jr.
GRAT No. 2; D.G. Granger as Trustee of the Scott
Ray Gramling GRAT No. 2; D.G. Granger as Trustee
of the Tonya Michelle Cogan GRAT No. 2; H. Leon
Holbrook, as Trustee of the Donnie L. Gramling,
Jr. GRAT No. 3; H. Leon Holbrook, as Trustee of
the Donnie L. Gramling, Jr. GRAT No. 4; H. Leon
Holbrook as Trustee of the Tonya Michelle Cogan
GRAT No. 3; H. Leon Holbrook, as Trustee of the
Tonya Michelle Cogan GRAT No. 4; H. Leon
Holbrook, as Trustee of the Scott Ray Gramling
GRAT No. 3; H. Leon Holbrook, as Trustee of the
Scott Ray Gramling GRAT No. 4; Donnie L.
Gramling, Sr. and Nadine W. Gramling as Tenants
by the Entirety; The Employee Stock Ownership
Plan and Trust of Southeastern Metals
Manufacturing Company, Inc.; Nadine W. Gramling;
DNG (1997) Limited Partnership; and DNG (1997)
Limited Partnership.
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SIGNATURES
Pursuant to the requirements of the Securities and
Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned
hereunto duly authorized.
GIBRALTAR STEEL CORPORATION
By: /s/ Walter T. Erazmus
Executive Vice President
and Chief Financial Officer
Dated: February 13, 1997
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Exhibit Index
10.1 Purchase Agreement dated as of January 31,
1997 among Gibraltar Steel Corporation of
New York, Nadine W. Gramling; Nadine W.
Gramling, as Trustee of the Nadine W.
Gramling Revocable Trust; D.G. Granger as
Trustee of the Donnie L. Gramling, Jr. GRAT;
D.G. Granger as Trustee of the Scott Ray
Gramling GRAT; D.G. Granger as Trustee of
the Tonya Michelle Cogan GRAT; D. G. Granger
as Trustee of the Donnie L. Gramling, Jr.
GRAT No. 2; D.G. Granger as Trustee of the
Scott Ray Gramling GRAT No. 2; D.G. Granger
as Trustee of the Tonya Michelle Cogan GRAT
No. 2; H. Leon Holbrook, as Trustee of the
Donnie L. Gramling, Jr. GRAT No. 3; H. Leon
Holbrook, as Trustee of the Donnie L.
Gramling, Jr. GRAT No. 4; H. Leon Holbrook
as Trustee of the Tonya Michelle Cogan GRAT
No. 3; H. Leon Holbrook, as Trustee of the
Tonya Michelle Cogan GRAT No. 4; H. Leon
Holbrook, as Trustee of the Scott Ray
Gramling GRAT No. 3; H. Leon Holbrook, as
Trustee of the Scott Ray Gramling GRAT No.
4; Donnie L. Gramling, Sr. and Nadine W.
Gramling as Tenants by the Entirety; The
Employee Stock Ownership Plan and Trust of
Southeastern Metals Manufacturing Company,
Inc.; Nadine W. Gramling; DNG (1997) Limited
Partnership; and DNG (1997) Limited
Partnership.
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