UNITED STATES
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 August 1, 2000
reported)
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NN, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-23485 62-1096725
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
800 Tennessee Road, Erwin, Tennessee 37650
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including (423) 743-9151
area code
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None
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(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 31, 2000, NN, Inc., a Delaware corporation ("NN") completed a
joint venture transaction with FAG Kugelfischer Georg Schafer AG, a German
company ("FAG"), and AB SKF, a Swedish company ("SKF"), to form a new Danish
holding company, NN Euroball ApS ("Euroball"). The parties transferred, through
Euroball and its subsidiaries, their steel ball manufacturing factories in
Pinerolo, Italy (previously owned by SKF), Eltmann, Germany (previously owned by
FAG) and Kilkenny, Ireland (previously owned by NN) to the joint venture.
Euroball will employ approximately 700 employees and have yearly sales of
approximately 95 Million Euro. Euroball will manufacture and sell high precision
chrome steel balls used for ball bearings and other products, and expects that
the economy of scale achieved will enhance competitiveness in both cost and
quality.
According to the terms of the agreement, NN Inc. will own 54 percent of
the shares in the new company, and SKF and FAG will each own 23 percent.
Financing for the transaction was provided by HypoVereinsbank Luxembourg S.A. as
agent for Bayerische Hypo-und Vereinsbank AG of Munich, Germany. Acquisition
financing of approximately 31.5 Million Euro was drawn at closing, and the
credit facility provides for additional working capital and capital expenditure
financing.
The Joint Venture Formation Agreement and the press release issued by NNBR
in connection with the acquisition are filed as exhibits to this report and are
incorporated herein by reference. The description of the joint venture set forth
herein does not purport to be complete and is qualified by the provisions of the
Joint Venture Formation Agreement and the press release attached hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a,b) FINANCIAL STATEMENTS AND PRO FORMA FINANCIAL INFORMATION.
Financial statements and pro forma financial information will be
filed by amendment within the required reporting period.
(c) EXHIBITS. The following exhibits are filed herewith:
10.20 Joint Venture Formation Agreement, dated as of April 6, 2000,
with Amendment No. 1 dated June 15, 2000 and Amendment No. 2
dated July 31, 2000 by and among NN Ball & Roller, Inc., AB SKF,
and FAG Kugelfischer George Schafer AG
99.1 Press Release dated August 1, 1999
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 hereunto duly authorized.
NN, Inc.
(Registrant)
DATE: August 8, 2000 /s/ Will C. Kelly
Will C. Kelly
Chief Accounting Officer
EXHIBIT INDEX
Exhibit Number Description
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10.20 Joint Venture Formation Agreement, dated as of April 6, 2000,
with Amendment No. 1 dated June 15, 2000 and Amendment No. 2
dated July 31, 2000 by and among NN Ball & Roller, Inc., AB SKF,
and FAG Kugelfischer George Schafer AG
99.1 Press Release dated August 1, 2000