UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) June 2, 2005
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AMTROL Inc.
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(Exact Name of Registrant as Specified in Charter)
Rhode Island 0-20328 05-0246955
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1400 Division Road, West Warwick, RI 02893
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (401) 884-6300
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2 below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 7.01 REGULATION FD DISCLOSURE
Under arrangements of confidentiality, which are now expiring, Amtrol Inc (the
"Company") on March 2, 2005 provided certain nonpublic information to some of
the Company's larger bondholders. Included in this information were the
Company's internal projections of Net Sales, Gross Profit, Income from
Operations, Earnings before Interest and Taxes ("EBIT") and Earnings before
Interest, Taxes, Depreciation and Amortization ("EBITDA") for the fiscal years
ending 2005 and 2006, as follows:
(unaudited, in millions)
Fiscal 2005 Fiscal 2006
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Net Sales $ 209.0 $ 221.1
Gross Profit 49.6 53.7
Income from Operations 20.8 23.8
EBIT 20.9 24.0
EBITDA 27.6 30.9
The financial projections incorporated above are based upon "forward-looking"
information and are being made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. These forward-looking
projections are subject to risks and uncertainties. Although the Company
believes that the expectations reflected in such forward-looking projections are
expressed in good faith and are believed to have a reasonable basis, there can
be no assurance that such financial projections will be achieved or
accomplished. Readers are cautioned not to place undue reliance on these
forward-looking projections, which speak only as of the date hereof. The
following are some of the important factors that can vary or change or involve
substantial risk and cause actual results to differ materially from such
projections: the Company's ability to successfully implement its business
strategy; the availability and cost of raw materials; changes in domestic or
foreign government regulation or enforcement policies, particularly related to
refrigerant gases or cylinders and building and energy efficiency requirements
or restrictions or limitations or general reduction in the use of domestic
wells; significant weather conditions adverse to the Company's business;
development of competing technologies; acceptance of the Company's existing and
planned new products in domestic and international markets; competition in the
Company's markets, particularly price competition; the rate of growth of
developing economies and demand for the Company's products; the ultimate cost of
future warranty and other claims relating to the Company's products and
business; whether the Company succeeds in acquiring new businesses; availability
of capital; foreign exchange rates; increases in interest rates; the
business abilities and judgment of personnel; and general economic, financial
and business conditions, both domestically and internationally.
The forward-looking projections included in this document were made as of the
date which the information was given to the larger bondholders. Investors should
not place undue reliance on these forward-looking projections. We are not
obligated to publicly update or revise any forward-looking projections, whether
as a result of new information, future events or circumstances, changes in
expectations or otherwise.
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.
AMTROL INC.
Date: June 2, 2005 By: /s/ LARRY T. GUILLEMETTE
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Larry T. Guillemette,
Executive Vice President,
Chief Financial Officer and
Treasurer