As filed with the Securities and Exchange Commission on September 18, 1998
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):
September 17, 1998
ABC RAIL PRODUCTS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-22906 36-3498749
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification Number)
incorporation)
200 SOUTH MICHIGAN AVENUE
SUITE 1300
CHICAGO, ILLINOIS 60604
(Address of principal executive offices) (Zip Code)
(312) 322-0360
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
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On September 17, 1998, ABC Rail Products Corporation (the "Company"),
ABCR Acquisition Sub, Inc., a Delaware Corporation ("Merger Sub") and NACO,
Inc., a Delaware corporation ("NACO"), executed an Agreement and Plan of Merger
(the "Merger Agreement"), pursuant to which Merger Sub, a wholly owned, newly
formed acquisition subsidiary of the Company, will merge with and into NACO (the
"Merger"). Pursuant to the Merger Agreement, upon the effectiveness of the
Merger, each outstanding share of Common Stock, no par value, of NACO ("NACO
Shares") will be converted into the right to receive that number of shares of
Common Stock, $0.01 par value, of the Company ("Company Shares") equal to the
number of fully diluted Company Shares (as determined pursuant to the terms of
the Merger Agreement) divided by the number of fully diluted NACO Shares (as
determined pursuant to the terms of the Merger Agreement). Consummation of the
Merger is subject to the satisfaction or waiver by the parties of certain
conditions, including the receipt of regulatory approvals and approvals by the
stockholders of the Company and NACO.
On September 17, 1998, the Company and NACO issued a joint press
release announcing the execution of the Merger Agreement. The Merger Agreement
and the Press Release are filed as exhibits hereto and are incorporated by
reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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2.1 Agreement and Plan of Merger, dated as of September 17, 1998, by and among
ABC Rail Products Corporation, ABCR Acquisition Sub, Inc. and NACO, Inc.
99.1 Text of Press Release dated September 17, 1998
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934,
ABC Rail Products Corporation has duly caused this Current Report on Form 8-K
to be signed on its behalf by the undersigned thereunto duly authorized.
ABC RAIL PRODUCTS CORPORATION
By /s/ Robert W. Willmschen
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Robert W. Willmschen
Executive Vice President
and Chief Financial Officer
Date: September 18, 1998
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EXHIBIT INDEX
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EXHIBIT
NUMBER DOCUMENT DESCRIPTION
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2.1 Agreement and Plan of Merger, dated as of
September 17, 1998, by and among ABC Rail
Products Corporation, ABCR Acquisition Sub,
Inc. and NACO, Inc.
99.1 Text of Press Release dated September 17, 1998
-4-