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):
October 2, 1996
HON INDUSTRIES Inc.
(Exact name of registrant as specified in its charter)
IOWA 0-2648 42-0617510
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification Number)
incorporation)
414 EAST THIRD STREET
P.O BOX 1109
MUSCATINE, IA 52761-7109
(Address of principal executive offices) (Zip Code)
(319) 264-7400
(Registrant's telephone number, including area code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
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On October 2, 1996, Heatilator Inc. ("Heatilator"), a wholly-owned
subsidiary of HON INDUSTRIES Inc. ("HON"), consummated the acquisition of Heat-
N-Glo Fireplace Products, Inc. ("Heat-N-Glo"), pursuant to a merger of Heat-N-
Glo into Heatilator and the acquisition of certain affiliated companies (the
"Merger"). Pursuant to the Merger, shareholders of Heat-N-Glo received
consideration consisting of an aggregate of $59,000,000 in cash (including cash
received pursuant to a one-day note), a $5,000,000 principal amount long-term
note of Heatilator, and $12,000,000 in aggregate principal amount of 7%
Convertible Debentures of Heatilator (the "Debentures"). The Debentures are
convertible into shares of common stock of Heatilator representing 10% of the
current issued and outstanding common stock of Heatilator. The long-term note
and Debentures are guaranteed by HON. The Merger consideration is subject to
certain post-closing adjustments. The amount of the consideration was
determined in arms-length negotiations, wherein Heatilator and Heat-N-Glo were
each represented by independent counsel. The sources of funds for the Merger
consideration were cash on hand and proceeds of loans under a $34,000,000 credit
facility with LaSalle National Bank. Prior to the Merger, Heat-N-Glo was
engaged in the hearth products business. HON intends to use the assets of
Heat-N-Glo in the conduct of its hearth products business.
Prior to the Merger, Heat-N-Glo was a closely-held corporation owned
by Daniel C. Shimek, Ronald J. Shimek, Steven G. Shimek, Gerald T. Shimek and
members of their families. Following the Merger, the Heatilator and Heat-N-Glo
businesses will be operated as divisions of Heatilator, which will continue as a
subsidiary of HON under the new name "Hearth Technologies Inc." Daniel C.
Shimek will serve as President of Hearth Technologies Inc. with Stanley A.
Askren as President of the Heatilator Division and Ronald J. Shimek as President
of the Heat-N-Glo Division. In connection with the Merger, Daniel C. Shimek,
Ronald J. Shimek, Steven G. Shimek and Gerald T. Shimek each entered into two-
year employment agreements with Heatilator.
On October 4, 1996, HON issued a press release relating to the Merger,
a text of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(a) Financial statements of business acquired.
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It is impracticable to file the required financial statements at the time
this Current Report on Form 8-K is being filed. Such financial statements
will be filed within 60 days of October 17, 1996, the latest date on which
this Current Report on Form 8-K may be filed.
(b) Pro forma financial information.
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It is impracticable to file the required unaudited pro forma financial
information at the time this Current Report on Form 8-K is being filed.
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Such pro forma financial information will be filed within 60 days of
October 17, 1996, the latest date on which this Current Report on Form 8-K
may be filed.
(c) Exhibits.
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2.1 Agreement and Plan of Merger dated as of October 2, 1996 (the "Merger
Agreement") between Heatilator Inc., an Iowa corporation, and Heat-N-
Glo Fireplace Products, Inc., a Minnesota corporation
99.1 Text of press release dated October 4, 1996
Certain related transaction documents and exhibits (the "Exhibits") and the
schedules to the Merger Agreement (the "Schedules") are not being filed
herewith. HON undertakes to furnish a copy of any omitted Exhibit or
Schedule to the Commission upon request. Pursuant to Item 601(b)(2) of
Regulation S-K, the following is a list of the omitted Exhibits and
Schedules.
Exhibits
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Exhibit 2.1(b) Class A Merger Consideration
Exhibit 2.1(d) Class B Merger Consideration
Exhibit 3.2(b) Items to be Covered in Opinion of Counsel to Heat-N-Glo
Exhibit 3.3(c) Items to be Covered in Opinion of Counsel to Heatilator
Schedules
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Heat-N-Glo Disclosure Schedules
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Schedule 4.1(a) Organization and Standing; Power and Authority
Schedule 4.1(b) Capitalization
Schedule 4.1(c) Ownership of Shares
Schedule 4.1(d) Articles and By-Laws
Schedule 4.1(e) Conflicts; Defaults
Schedule 4.1(f) Permitted Liens
Schedule 4.1(g) Real Property Leases
Schedule 4.1(h) Contracts
Schedule 4.1(i) Financial Statements
Schedule 4.1(j) Liabilities
Schedule 4.1(k) Accounts Receivable
Schedule 4.1(l) Inventory
Schedule 4.1(m) Litigation
Schedule 4.1(n) Customers and Suppliers
Schedule 4.1(o) Regulatory Compliance
Schedule 4.1(q) Intellectual Property
Schedule 4.1(r) Permits
Schedule 4.1(t) Employees and Employee Plans
Schedule 4.1(y) Insurance
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Schedule 4.1(z) Consents
Schedule 4.1(bb) Bank Accounts
Schedule 4.1(dd) Pricing Practices
Schedule 4.1(ff) Backlog
Schedule 4.1(gg) Insider Interests
Heatilator Disclosure Schedules
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Schedule 4.2(f) Financial Statements
Schedule 4.2(j) Consents
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934,
HON has duly caused this Current Report on Form 8-K to be signed on its behalf
by the undersigned thereunto duly authorized.
HON INDUSTRIES INC.
By /s/ David C. Stuebe
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David C. Stuebe
Vice President
and Chief Financial Officer
Date: October 16, 1996
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EXHIBIT INDEX
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EXHIBIT SEQUENTIAL
NUMBER DOCUMENT DESCRIPTION PAGE NUMBER
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2.1 Agreement and Plan of Merger dated as of 7
October 2, 1996 between Heatilator Inc., an
Iowa corporation, and Heat-N-Glo Fireplace
Products, Inc., a Minnesota corporation
99.1 Text of Press Release dated October 4, 1996 60
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