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):
February 25, 2000
Peerless Mfg. Co.
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(Exact name of registrant as specified in its charter)
Texas 0-5214 75-0724417
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(State or other (Commission (IRS employer
jurisdiction of file number) identification no.)
incorporation)
2819 Walnut Hill Lane, Dallas Texas 75229
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 357-6181
Item 2. Acquisition or Disposition of Assets.
On February 25, 2000, the Registrant, through its wholly-owned
subsidiary PMC Acquisition, Inc., a Texas corporation, closed its
acquisition of substantially all of the assets of ABCO Industries, Inc.
pursuant to an Asset Purchase Agreement dated January 25, 2000 by and
between ABCO Industries and PMC Acquisition. The purchase price for the
assets was approximately $1.7 million plus the assumption of certain
liabilities, which price was determined pursuant to a competitive
auction held pursuant to an order of the United States Bankruptcy
Court for the Northern District of Texas, in the case styled In re ABCO
Indus., Inc., Case No. 99-51322-11. The Registrant borrowed funds
under its credit facility with Bank of America to obtain the purchase
price for the assets. For more information with respect to the terms
of the ABCO Industries acquisition, reference is made to the Asset
Purchase Agreement dated as of January 25, 2000, by and between ABCO
Industries and PMC Acquisition, which is attached hereto as Exhibit 2.1
and is incorporated in its entirety herein by reference.
The assets acquired by PMC Acquisition were substantially all
of the assets of ABCO Industries used in its business of designing,
marketing, distribution, and selling of industrial boilers. The
Registrant intends to use the engineering and manufacturing assets
of ABCO Industries in the Registrant's operations, and to continue
selected portions of the ABCO Industries business. The Registrant's
press release on February 28, 2000 announcing the closing of the
acquisition is attached hereto as Exhibit 99.1 and is incorporated in
its entirety herein by reference.
Item 7.Financial Statements, Pro Forma Financial Information and
Exhibits
(a)(1) Financial Statements
In accordance with paragraph (a)(4) of Item 7 of Form 8-K, the
historical financial statements required in connection with the ABCO
Industries acquisition are not included in this initial report but will
be filed not later than 60 days after the date hereof.
(b) Proformas
In accordance with paragraph (b)(2) of Item 7 of Form 8-K, the pro
forma financial information required in connection with the ABCO
Industries acquisition is not included in this initial report but will
be filed not later than 60 days after the date hereof.
(c) Exhibits
2.1 Asset Purchase Agreement, dated as of January 25, 2000, by
and between PMC Acquisition, Inc. and ABCO Industries, Inc.*
99.1 Press Release dated February 28, 2000.
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* The schedules to this agreement were omitted in reliance
upon Item 601(b)(2) of Regulation S-K. The Registrant
agrees to furnish a copy of any omitted schedule to the
Commission upon request.
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 hereto duly authorized.
Date: March 13, 2000
PEERLESS MFG. CO.
By: /s/ SHERRILL STONE
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Sherrill Stone
President and Chief Executive Officer
INDEX TO EXHIBITS
Exhibit
Number Description
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2.1 Asset Purchase Agreement, dated as of January 25, 2000,
by and between PMC Acquisition, Inc. and ABCO Industries, Inc.
99.1 Press Release dated February 28, 2000.