SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 26, 1998
SELAS CORPORATION OF AMERICA
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(Exact name of registrant as specified in charter)
Pennsylvania 1-5005 23-1069060
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
2034 Limekiln Pike, Dresher, Pennsylvania 19025-1918
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 215-646-6600
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Not Applicable
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(Former name or former address, if changed since last report.)
Item 5. Other Events.
On February 26, 1998, Selas Corporation of America (the
"Registrant") and NII, Incorporated ("NII"), the parent of MRL Industries,
Inc., entered into the Termination Agreement (the "Termination Agreement"),
pursuant to which they mutually agreed to terminate the Agreement and Plan of
Acquisition dated as of September 25, 1997 (the "Acquisition Agreement") among
the Registrant, Selas Acquisition Corporation, NII, Incorporated, Widmar, Inc.
("Widmar") and certain shareholders of NII and Widmar. Pursuant to the
Acquisition Agreement, the Registrant had agreed to acquire MRL Industries,
Inc. for $16,750,000 of Common Shares of the Registrant in a transaction
involving the merger of a wholly-owned subsidiary of the Registrant with and
into NII. On February 27, 1998, the Registrant issued a press release
regarding the termination of the Acquisition Agreement. The Termination
Agreement and the press release have been filed as exhibits to this report.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Financial Statements of Business Acquired.
Not Applicable
(b) Pro Forma Financial Information.
Not Applicable
(c) Exhibits.
2. Termination Agreement, dated February 26,
1998, by and between the Registrant and
NII.
99. Press Release issued by the Registrant on
February 27, 1998.
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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 thereunto duly authorized.
SELAS CORPORATION OF AMERICA
By: /s/ Robert W. Ross
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Robert W. Ross
Vice President, Chief
Financial Officer and
Treasurer
March 3, 1998
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EXHIBIT INDEX
2. Termination Agreement, dated February 26, 1998, by and between the
Registrant and NII.
99. Press Release issued by the Registrant on February 27, 1998.
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