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): December 31, 2002
METALLURG, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 333-42141 13-1661467
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification Number)
Incorporation)
6 East 43rd Street
New York, New York 10017
(Address of Principal Executive Offices)
(212) 835-0200
(Registrant's telephone number, including area code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective as of December 31, 2002, Metallurg, Inc. ("Metallurg"), through
its wholly owned subsidiary, Metallurg Holdings Corporation, sold all of the
stock of (a) GfE Gesellschaft fur Elektrometallurgie mbH ("GfE"), which was
comprised of production facilities and a sales office in Germany; and (b) the
following sales offices: Metallurg International Resources GmbH ("MIR"), a
German company, and its foreign branches; Ferrolegeringar Aktiengesellschaft
("FAG"), a Swiss company, and its subsidiaries; and Aktiebolaget Ferrolegeringar
("ABF"), a Swedish company.
The shares of MIR, FAG, ABF and GfE Giesserei- und Stahlwerksbedarf GmbH,
GfE's sales office in Germany, were sold to Sudamin Recycling GmbH & Co. KG
("Sudamin"), a German company. Sudamin is controlled by Safeguard International
Fund, L.P. ("Safeguard International"), the majority owner of Metallurg's parent
(Metallurg Holdings, Inc.). The aggregate purchase price consisted of
$6,499,000 in cash and $2,001,000 in fair value of Metallurg Holdings, Inc.
12.75% Senior Discount Notes due 2008 (the "Senior Discount Notes"). The net
book value of the entities sold was $7,445,000 at September 30, 2002.
The shares of GfE (exclusive of its sales office) were sold to Safeguard
International Fund PFW, L.L.C. ("Safeguard PFW"). Safeguard PFW is a Delaware
company owned by Safeguard International. Consideration consisted of one Euro
in cash and the right of Metallurg to receive a further payment of 3% of the
net proceeds received by GfE or Safeguard PFW in the event of a sale of GfE's
medical products subsidiary, GfE Medizintechnik GmbH. The shares of GfE
(exclusive of its sales office) had a negative net book value of $11,822,000
as of September 30, 2002. In conjunction with the sale, an outstanding
intercompany loan from Metallurg to GfE in the amount of $7,000,000 was
restructured. Metallurg is to receive $1,000,000 in 2003. The remaining
$6,000,000 principal balance is subordinated. The loan bears interest at a
rate of 10% per annum and repayments of principal and interest are due from 2006
through 2010. Under certain circumstances, the loan may be repaid prior to its
maturity.
The purchase price may be adjusted upon finalization of U.S. GAAP financial
statements as of December 31, 2002. As the above transactions are between
members of a common controlled group, as defined for accounting purposes, they
are accounted for on the historical basis with no gain or loss being recorded.
See "Item 7. Financial Statements" for pro forma results.
Dr. Heinz C. Schimmelbusch and Mr. Arthur Spector, both of whom are
directors and officers of Metallurg, are also directors and officers of
Safeguard PFW and directors of Sudamin.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Pursuant to paragraphs (b)(1) and (c) of Item 7 of Form 8-K, Metallurg is
furnishing pro forma financial information and exhibits as follows:
Exhibit
Number Description of Exhibit
- ------- ----------------------------------------------------------------------
10.1 Share Purchase and Transfer Agreement, dated December 20, 2002, for
the sale of Giesserei- und Stahlwerksbedarf GmbH by GfE Gesellschaft
fur Elektrometallurgie mbH to Sudamin Recycling GmbH & Co. KG
10.2 Share Purchase and Transfer Agreement, dated December 20, 2002, for
the sale of Metallurg International Resources GmbH, Ferrolegeringar
Aktiengesellschaft and Aktiebolaget Ferrolegeringar by Metallurg
Holdings Corporation to Sudamin Recycling GmbH & Co. KG
10.3 Share Purchase Agreement, dated December 30, 2002, for the sale of GfE
Gesellschaft fur Elektrometallurgie mbH by Metallurg Holdings
Corporation to Safeguard International Fund PFW, L.L.C.
99.1 Unaudited pro forma consolidated statement of income of Metallurg,
Inc. for the three quarters ended September 30, 2002.
99.2 Unaudited pro forma consolidated statement of income of Metallurg,
Inc. for the three quarters ended September 30, 2001.
99.3 Unaudited pro forma consolidated statement of income of Metallurg,
Inc. for the year ended December 31, 2001.
99.4 Unaudited pro forma consolidated statement of income of Metallurg,
Inc. for the year ended December 31, 2000.
99.5 Unaudited pro forma consolidated statement of income of Metallurg,
Inc. for the year ended January 31, 2000.
99.6 Unaudited pro forma consolidated balance sheet of Metallurg, Inc. as
of September 30, 2002.
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 thereunto duly authorized.
METALLURG, INC.
Date: January 15, 2003 By: /s/ Barry C. Nuss
----------------------------------
Name: Barry C. Nuss
Title: Senior Vice President &
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Method of Filing
- ------- -------------------------------------------------------------------- ----------------
10.1 Share Purchase and Transfer Agreement, dated December 20, 2002, for
the sale of Giesserei- und Stahlwerksbedarf GmbH by GfE
Gesellschaft fur Elektrometallurgie mbH
to Sudamin Recycling GmbH & Co. KG Filed herewith
10.2 Share Purchase and Transfer Agreement, dated December 20, 2002,
for the sale of Metallurg International Resources GmbH,
Ferrolegeringar Aktiengesellschaft and Aktiebolaget Ferrolegeringar
by Metallurg Holdings Corporation to Sudamin Recycling GmbH & Co. KG Filed herewith
10.3 Share Purchase Agreement, dated December 30, 2002, for the sale
of GfE Gesellschaft fur Elektrometallurgie mbH by Metallurg Holdings
Corporation to Safeguard International Fund PFW, L.L.C. Filed herewith
99.1 Unaudited pro forma consolidated statement of income
of Metallurg, Inc. for the three quarters ended September 30, 2002. Filed herewith
99.2 Unaudited pro forma consolidated statement of income
of Metallurg, Inc. for the three quarters ended September 30, 2001. Filed herewith
99.3 Unaudited pro forma consolidated statement of income
of Metallurg, Inc. for the year ended December 31, 2001. Filed herewith
99.4 Unaudited pro forma consolidated statement of income
of Metallurg, Inc. for the year ended December 31, 2000. Filed herewith
99.5 Unaudited pro forma consolidated statement of income
of Metallurg, Inc. for the year ended January 31, 2000. Filed herewith
99.6 Unaudited pro forma consolidated balance sheet
of Metallurg, Inc. as of September 30, 2002. Filed herewith
STATEMENT OF DIFFERENCES
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The section symbol shall be expressed as............................... 'SS'