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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): NOVEMBER 5, 1997
CENTRUM INDUSTRIES, INC.
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(Exact Name of Registrant as specified in its Charter)
Delaware 0-9607 34-1654011
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(State or other juris- (Commission File Number) (IRS Employer
diction of incorporation) Identification No.)
6135 Trust Drive, Suite 104A, Holland, Ohio 43528
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(Address of principal executive offices)
Registrant's telephone number, including area code:
(419) 868-3441
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On November 5, 1997, Centrum Industries, Inc. (Centrum) acquired substantially
all of the assets of Northern Steel, Inc. (NSI), a privately held Seattle based
supplier of material handling equipment, through a subsidiary which will do
business as Northern Steel Company (Northern).
Centrum is a holding company with three manufacturing segments: Metal Forming
Operations, Material Handling Systems, and Motor Production Systems. Northern
will become part of Centrum's material handling systems segment. Northern will
supply shelving, racks, conveyors and other storage and distribution equipment
as components of material handling systems. Centrum's current subsidiary,
American Handling based in Ohio, primarily provides material handling systems
engineering and equipment integration. The addition of Northern to the segment
will expand the depth of the markets addressed and provide a national presence.
The assets acquired were substantially all of the assets of NSI. Those assets
principally consisted of accounts receivable, inventory and other assets
reduced by accounts payable and other liabilities. The purchase price was
determined through negotiations between Centrum management and the management
of NSI and its parent corporation, based upon the fair value of NSI's assets,
customer base, and recent operating results. This transaction will be
accounted for under the purchase method of accounting. The total purchase
price of approximately $2.8 million was financed by a draw of $1.5 million on
a newly instituted line of credit with Huntington National Bank (Bank) at the
material handling systems segment and $1.3 million in cash. The terms of the
line of credit are similar to the terms of the existing line of credit with
the Bank at the metal forming operations. Please see the 10-K filed for the
fiscal year ended March 31, 1997 for a detailed discussion of those terms.
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ITEM 7. - FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements
As of the date of filing of this Current Report on Form 8-K, it is
impracticable for the Registrant to provide the financial statements required
by this Item 7(a). In accordance with Item 7(a) (4) of Form 8-K, such
financial statements shall be filed by amendment to this Form 8-K no later than
60 days after the date of filing this report.
(b) Pro Forma Financial Information
As of the date of filing of this Current Report on Form 8-K, it is
impracticable for the Registrant to provide the pro forma financial information
as required by this Item 7(b). In accordance with Item 7(b) of Form 8-K, such
pro forma financial information shall be filed by amendment to this Form 8-K no
later than 60 days after the date of filing this report.
(c) Exhibits
Exhibit 10.1 Asset Purchase Agreement dated October 1, 1997
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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.
CENTRUM INDUSTRIES, INC.
(Registrant)
November 20, 1997 By: /s/ Timothy M. Hunter
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Timothy M. Hunter
Chief Financial Officer
and Treasurer
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EXHIBIT INDEX
Exhibit Number Exhibit Page
Exhibit 10.1 Asset Purchase Agreement dated October 1, 1997