1
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) May 3, 1995
-----------
CHEMPOWER, INC.
---------------
(Exact name of registrant as specified in its charter)
OHIO
----
(State of Incorporation)
0-17575 34-1481970
------- ----------
(Commission File Number) (I.R.S. Employer
Identification No.)
807 EAST TURKEYFOOT LAKE ROAD, AKRON, OHIO 44319
------------------------------------------ -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (216) 896-4202
---------------
2
ITEM 2. ACQUISITION OF ASSETS.
On May 3, 1995, Chempower, Inc., an Ohio corporation (the "Registrant")
through its wholly-owned subsidiaries, Southwick Corp., an Ohio
Corporation, and Brookfield Corp., an Ohio corporation (collectively,
"Buyers"), purchased all of the issued and outstanding partnership
units ("Units"), representing all of the partnership interests of
Controlled Power Limited Partnship, an Illinois limited partnership
("CPC"). CPC is in the business of designing, manufacturing and selling
electrical metalclad switchgear, power distribution systems, bus duct
systems and replacement parts for mass transit authorities, utilities,
and chemical and other industrial facilities throughout the country.
The purchase was effected pursuant to a Partnership Unit Purchase and
Sale Agreement (the "Purchase Agreement"), dated as of April 13, 1995.
All of the outstanding Units were sold by Canton Power Corporation, an
Illinois corporation, Henry Crown and Company (Not Incorporated), an
Illinois limited partnership, and The Second Venture, an Illinois
general partnership (collectively, "Sellers"). Through the purchase of
the Units, the Buyers took control of CPC's inventory, accounts
receivable, patents, real estate, plant and equipment. Pursuant to the
terms of the Purchase Agreement, the Buyers made a cash payment of
$4,900,000 to the Sellers at closing. The purchase price was paid from
the cash reserves of the Buyers. The consideration paid by the Buyers
in connection with the purchase was determined on the basis of (i)
discussions between the management of the Registrant and
representatives of the Sellers regarding the business and prospects of
CPC. Contemporaneous with the closing of the purchase, the Buyers
offered employment to all remaining employees of CPC as of the closing
date. At the present time, it is the intention of the Buyers to
continue the current business of CPC and to expand the business to
offer sheet metal fabrication services.
- 2 -
3
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of businesses acquired:
It is impracticable at this time to provide the required financial
statements. Registrant will file financial statements, as soon as
practicable after they become available, but in no event later than 60
days from the date of this report.
(b) Pro Forma financial information:
It is impracticable at this time to provide the pro forma financial
statements to reflect the purchase transactions reflected in Item 2.
Registrant will file the pro forma financial statements as soon as
practicable after they become available, but in no event later than 60
days from the date of this report.
(c) Exhibits
Number
2.1 Partnership Unit Purchase and Sale Agreement by and among
Canton Power Company, Henry Crown and Company (Not
Incorporated), The Second Venture, Southwick Corp. and
Brookfield Corp. dated as of April 13, 1995.
- 3 -
4
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.
CHEMPOWER, INC.
(Registrant)
Date May 4, 1995 /s/ Robert E. Rohr
--------------------------------
Robert E. Rohr
Vice President of Finance and
Treasurer
(on behalf of the Registrant and
as Principal Financial Officer)
- 4 -
5
EXHIBIT INDEX
Pagination By
Sequential
Exhibit Exhibit Numbering
Number Description System
- ------ ----------- -------
2.1 Partnership Unit Purchase and Sale Agreement by
and among Canton Power Corporation and Henry
Crown and Company (Not Incorporated) and The
Second Venture ("Sellers") and Southwick Corp.
and Brookfield Corp. ("Buyers") Dated as of
April 13, 1995.