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): April 17, 2001
ABC-NACO INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-22906 36-3498749
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(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Incorporation) Identification No.)
335 Eisenhower Lane South, Lombard, IL 60148
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(Address of Principal Executive Offices) (Zip Code)
(630) 792-2010
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(Registrant's Telephone Number, including area code)
Item 5. Other Events.
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On April 18, 2001, ABC-NACO Inc. (the "Company") announced that
it had entered into the following agreements:
. A Series C Preferred Stock and Common Stock Warrant Purchase
Agreement with funds managed by ING Furman Selz Investment;
. An Exchange Agreement with the holders of its Series B Cumulative
Convertible Preferred Stock;
. A Commitment Letter from its bank group with respect to the
restructuring of the terms of the Company's Senior Secured
Revolving Credit Facility;
. A Commitment Letter from funds managed by ING Furman Selz with
respect to $15 million in new financing; and
. An Asset Purchase Agreement for the sale of the Company's Flow
and Specialty Division to a new company formed by the Division's
management and ING Furman Selz Investments.
The closings of the transactions contemplated by these agreements are
subject to various conditions, including stockholder approval in the case of the
issuance of the Series C Preferred Stock and Common Stock Purchase Warrants. On
April 18, 2001, the Company issued a press release describing these agreements.
The text of the press release and copies of each agreement are filed as exhibits
to this report.
On April 18, 2001, the Company also issued a press release reporting its
year-end results. The text of that press release is filed as an exhibit to this
report.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits
Exhibit 2.1 Asset Purchase Agreement dated as of April 17, 2001 by
and among ABC-NACO Inc., NACO, Inc., National Castings
Inc., NACO Flow Products, Inc., National Engineered
Products Company, Inc. and Matrix Metals LLC.
Exhibit 4.1 Senior Debt Restructuring Amendment Letter dated April
17, 2001 and related Restructuring Terms by and among
ABC-NACO Inc. and certain of its affiliates and the
Lenders named therein.
Exhibit 4.2 Senior Second Secured Financing Letter dated April 17,
2001 by and among ABC-NACO Inc. and the Investors named
therein.
Exhibit 10.1 Series C Preferred Stock and Common Stock Warrant
Purchase Agreement dated as of April 17, 2001 by and
among ABC-NACO Inc. and the Investors named therein.
Exhibit 10.2 Exchange Agreement dated as of April 17, 2001 by and
among ABC-NACO Inc. and the individuals and entities
listed on Exhibit A thereto.
Exhibit 99.1 April 18, 2001 Press Release captioned "ABC-NACO
Arranges $15 Million in New Financing, Sale of Flow and
Specialty Products Division and Amended Long-Term Bank
Facility; Company Announces Year-End Results."
Exhibit 99.2 April 18, 2001 Press Release captioned "ABC-NACO
Reports Year-End Results; Announces New Financing,
Division Sale and Amended Bank Agreement."
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
ABC-NACO INC.
By: /s/ J. P. Singsank
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J. P. Singsank
Senior Vice President and
Chief Financial Officer
Dated: April 19, 2001
EXHIBIT INDEX
Exhibit 2.1 Asset Purchase Agreement dated as of April 17, 2001 by
and among ABC-NACO Inc., NACO, Inc., National Castings
Inc., NACO Flow Products, Inc., National Engineered
Products Company, Inc. and Matrix Metals LLC.
Exhibit 4.1 Senior Debt Restructuring Amendment Letter dated April
17, 2001 and related Restructuring Terms by and among
ABC-NACO Inc. and certain of its affiliates and the
Lenders named therein.
Exhibit 4.2 Senior Second Secured Financing Letter dated April 17,
2001 by and among ABC-NACO Inc. and the Investors named
therein.
Exhibit 10.1 Series C Preferred Stock and Common Stock Warrant
Purchase Agreement dated as of April 17, 2001 by and
among ABC-NACO Inc. and the Investors named therein.
Exhibit 10.2 Exchange Agreement dated as of April 17, 2001 by and
among ABC-NACO Inc. and the individuals and entities
listed on Exhibit A thereto.
Exhibit 99.1 April 18, 2001 Press Release captioned "ABC-NACO
Arranges $15 Million in New Financing, Sale of Flow and
Specialty Products Division and Amended Long-Term Bank
Facility; Company Announces Year-End Results."
Exhibit 99.2 April 18, 2001 Press Release captioned "ABC-NACO
Reports Year-End Results; Announces New Financing,
Division Sale and Amended Bank Agreement."