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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): September 11, 1995
The Duriron Company, Inc.
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(Exact name of registrant as specified in its charter)
New York 0-325 31-0267900
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
3100 Research Boulevard, Dayton, Ohio 45420
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (513) 476-6100
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Not applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
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On September 11, 1995, The Duriron Company, Inc. ("Duriron")
issued the following press release:
For Immediate Release
September 11, 1995
DURIRON AND DURAMETALLIC
ANNOUNCE MERGER AGREEMENT
(Dayton, Ohio) - The Duriron Company, Inc. (NASDAQ OTC National Market
Issues: DURI) and the Durametallic Corporation, a privately held corporation
headquartered in Kalamazoo, Michigan, jointly announced today that they have
reached a definitive agreement to merge the two companies, subject to approval
by shareholders of both companies.
Under the terms of the merger agreement, Duriron will acquire
Durametallic through a planned $150 milllion tax-free exchange of common stock.
Special meetings of Duriron and Durametallic shareholders to obtain their
approval of the transaction are expected to occur no later than December 31,
1995, subject to SEC review of the merger documentation to be sent to
shareholders prior to their respective meetings.
According to William M. Jordan, Duriron President and CEO, the planned
merger should enable both organizations to better respond to the evolutionary
changes and needs of the worldwide process equipment market place. "Today's
customer is increasingly requiring low cost, high value, global capabilities
from their suppliers," he said. "Critical components such as Durametallic's
seal technology are crucial to providing customers with the performance they
demand." Additionally, Mr. Jordan explained that, "The merger will enhance our
joint abililty to develop technologically advanced products that will have
significant benefits to our mutual customers."
James S. Ware, Durametallic Chairman, President and CEO, expects both
parties to benefit through customer service synergies. "Duriron and
Durametallic are widely respected throughout the process industries as
technology pioneers and leaders. When we share this expertise with our
respective marketing strengths plus our increased service and repair
capabilities, we will become an even more formidable competitor in the global
market place."
Upon completion of the merger, Durametallic will be operated by its
current management team as an autonomous, wholly-owned subsidiary of Duriron in
Kalamazoo, Michigan.
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Under the merger agreement, the total number of shares of common stock
to be issued by Duriron to acquire Durametallic will be calculated by dividing
the planned $150 million purchase price by the average closing price of a
Duriron share during a defined period prior to the shareholder approval
meetings. At the September 7, 1995 Duriron five day average closing price of
$26.225 per share, this would result in the issuance of 5.7 million Duriron
shares to Durametallic shareholders, which would increase the outstanding
Duriron common stock to 24.8 million shares from 19.1 million. No more than
6.5 million shares and no fewer than 5.1 million shares are to be issued by
Duriron under the merger agreement, regardless of the actual average closing
price of Duriron stock used in the actual share exchange computation. The date
of the shareholder meetings and the defined calculation period will be
definitively set after SEC review of the merger notification and voting
documentation to be sent to shareholders of both companies and expiration of
the waiting period required under federal antitrust review law.
This transaction will be structured as a "pooling of interests," for
accounting purposes. Accordingly, Duriron's prior period financial statements
will be restated to include the historical results of Durametallic. In 1994,
Durametallic reported consolidated sales of $116.6 million and net earnings of
$7.2 million.
Founded in 1917, Durametallic has grown into a worldwide leader in
sealing system technology. Its products include: a complete line of
mechanical shaft seals for pumps and other rotating equipment; high technology
metal bellows components; and auxiliary sealing products. The company has 12
manufacturing service centers and 60 sales and service offices in North America
with 11 additional manufacturing plants and 45 sales and service offices
worldwide.
Duriron reported 1994 sales of $345.4 million with net earnings of
$17.2 million. Incorporated in 1912, Duriron serves the diverse needs of the
chemical process industries through the efforts of its 2,575 employees and a
worldwide network of manufacturing and sales facilities. Its product lines
include: centrifugal process and chemical injection metering pumps; automatic
control valves; rotary valves and associated automation equipment; filtration
equipment and complete wastewater systems; laboratory drainage pipe and
fittings; and high alloy castings.
A Registration Statement relating to the Duriron securities to be
issued in the merger transaction has been filed with the Securities and
Exchange Commission but has not yet become effective. This
communication shall not constitute an offer to sell or the solicitation
of an offer to buy nor shall there by any sale of these securities in
any State in which such offer, solicitation or sale would be
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unlawful prior to registration or qualilfication under the securities
laws of any such State.
SIGNATURE
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.
THE DURIRON COMPANY, INC.
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(Registrant)
September 11, 1995 By: /s/ Ronald F. Shuff
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Ronald F. Shuff,
Vice President, Secretary &
General Counsel
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