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
Date of Report (Date of earliest event reported) DECEMBER 19, 1997
FARREL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-19703 22-2689245
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
25 MAIN STREET, ANSONIA, CONNECTICUT, 06401
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 736-5500
NONE
(Former name or address, if changed since last report.)
Item 2 - Acquisition of Assets
Farrel Corporation (the "Company") announces the completion of
the acquisition of selected assets of Francis Shaw & Co. Limited,
Francis Shaw Rubber Machinery Limited and PRC Fabrications Limited
by Farrel Bridge Limited from EIS Group PLC (the "Seller") on
December 19, 1997. Farrel Bridge Ltd., a subsidiary of Farrel
Ltd., changed its name to Farrel Shaw Ltd. on December 19, 1997.
The acquired assets included machinery & equipment, inventory and
intangible assets which were used by the seller to manufacture and
market mixing equipment for the rubber industry. The purchase
price of 6,500,000 pounds sterling (approximately $10,855,000) was
agreed through arms length negotiations between the Company and the
Seller. Payment was made from available resources and a partial
drawdown of the Company's worldwide credit facility with Chase
Manhattan Bank. The purchase price is subject to reduction in the
following circumstances: (a) any shortfall in the inventory
valuation and (b) by one pound sterling for every one pound
sterling that the 1998 profits, as defined in the agreement, are
less than 1,000,000 pounds sterling (approximately $1,670,000).
Farrel Shaw will continue to utilize the acquired assets in the
manufacture and marketing of mixing equipment for the rubber
industry.
Item 7 - Financial Statements and Exhibits
(a) Financial Statements
The Company is making a request of the Commission for permission
to omit the filing of financial information relative to the
acquired assets based on unavailability of such information.
(c) Exhibits
EXHIBIT 2.1 ITEM 601 OF S-K
Sale and purchase agreement of the Francis Shaw Rubber Machinery
Business dated December 4, 1997 between Francis Shaw & Co.
Limited, Francis Shaw Rubber Machinery Limited, PRC Fabrications
Limited, EIS Group PLC, Farrel Bridge Limited and Farrel Limited
("Purchase Agreement"). Pursuant to Item 602(b)(2) of Regulation
S-K, the schedules to the Purchase Agreement are omitted. A list
of such schedules appears in the table of contents to the
purchase agreement included herewith. The registrant hereby
undertakes to furnish supplementally a copy of any omitted
schedules to the commission upon request.
EXHIBIT 20.1 ITEM 601 OF S-K
Press Release: December 19, 1997 Farrel Corporation
announces Acquisition of Francis Shaw Rubber Machinery.
EXHIBIT 20.2 ITEM 601 of S-K
Press Release: December 4, 1997 Farrel Corporation announces
conditional contract to acquire Francis Shaw Rubber Machinery.
Exhibit Index
Exhibit
NO. DOCUMENT
2.1 Sale and purchase agreement of the Francis Shaw
Rubber Machinery Business dated December 4, 1997
between Francis Shaw & Co. Limited, Francis Shaw
Rubber Machinery Limited, PRC Fabrications Limited,
EIS Group PLC, Farrel Bridge Limited and Farrel
Limited ("Purchase Agreement"). Pursuant to Item
602(b)(2) of Regulation S-K, the schedules to the
Purchase Agreement are omitted. A list of such
schedules appears in the table of contents to the
purchase agreement included herewith. The registrant
hereby undertakes to furnish supplementally a copy of
any omitted schedules to the commission upon request.
20.1 Press Release: December 19, 1997 Farrel Corporation
announces Acquisition of Francis Shaw Rubber Machinery.
20.2 Press Release: December 4, 1997 Farrel Corporation
announces conditional contract to acquire Francis
Shaw Rubber Machinery.
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.
FARREL CORPORATION
Date: January 5, 1998 /s/ Rolf K. Liebergesell
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Rolf K. Liebergesell
Chief Executive Officer,
President and Chairman of the Board