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 reported) July 21, 1999 (July 6, 1999)
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NN BALL & ROLLER, 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 area code (423) 743-9151
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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.
NN Ball & Roller, Inc., a Delaware corporation ("NNBR"), acquired
substantially all of the assets of Earsley Capital Corporation, a Nevada
corporation and successor to and formerly known as Industrial Molding
Corporation, a Texas corporation ("IMC") on July 4, 1999. IMC provides premier
full-service design and manufacture of plastic injection molded components. NNBR
plans to continue the operation of the IMC business in a subsidiary entity.
NNBR paid $23.5 million in cash and issued 440,038 shares of its common
stock in consideration for the assets acquired from IMC. The total consideration
for the acquisition is estimated at $26 million. NNBR financed the acquisition
by drawing down an existing line of credit with First American National Bank.
The Asset Purchase 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 acquisition set forth
herein does not purport to be complete and is qualified by the provisions of the
Asset Purchase Agreement and the press release attached hereto.
Item 7. Financial Statements and Exhibits.
(a) FINANCIAL STATEMENTS. 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:
10.17 Asset Purchase Agreement, dated as of July 4, 1999, by and
between NN Ball & Roller, Inc. and Earsley Capital
Corporation
99.1 Press Release dated July 6, 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 Ball & Roller, Inc.
(Registrant)
DATE: July 21, 1999 /s/ Will C. Kelly
Will C. Kelly
Chief Accounting Officer
EXHIBIT INDEX
Exhibit Number Description
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10.17 Asset Purchase Agreement, dated as of July 4, 1999, by and
between NN Ball & Roller, Inc. and Earsley Capital Corporation
99.1 Press Release dated July 6, 1999