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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) September 19, 1995
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Commission file number 0-9556
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ABS INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Ohio 34-0074580
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(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
4230 Interstate Square I, Suite 300, Willoughby, OH 44094
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(Address of principal executive offices) (Zip Code)
(216) 946-2274
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(Registrant's telephone number, including area code)
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Item 5. Other Events
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On September 13, 1995, ABS Industries, Inc. (ABS) entered into a Letter of
Intent to merge Mercer Forge and A & M Machining into ABS Industries, Inc.
(Nasdaq: ABSI) through the issuance of approximately 1,600,000 shares of ABSI
common stock.
ABS operates Colfor and Colmach, Inc., in Minerva, Ohio, on a October 31st
fiscal year with fiscal 1995 sales estimated to exceed $100,000,000. Mercer
Forge and A & M Machining operate east of Youngstown, Ohio in Mercer and
Wheatland, Pennsylvania, respectively, with annual sales in excess of
$40,000,000.
McCarthy indicated there is a continuing trend for auto and light truck
manufacturers to outsource their forging and machining requirements. Colfor
produces warm and cold forgings. Since 1990, Colmach, Inc. has been machining
these forgings and has grown to an estimated sales level of $45,000,000 in
fiscal 1996.
Under the ownership of Francesco Galesi of New York City and the management of
Mark Clark, Mercer Forge has grown from $11,000,000 in sales in 1986 to its
present level of $40,000,000. Through A & M Machining Corporation, Mercer
Forge has also begun to machine its forgings at the request of its customers.
ABS serves mostly auto and light truck markets while Mercer Forge has focused
on a more diversified customer base with recent involvement in auto and light
truck. The Colfor and Mercer Forge combination creates a company offering a
broader range of products to the combined customer base. Colmach will work
together with A & M Machining in its efforts to accelerate machining hot
forgings. Both companies have grown rapidly because of a globally competitive
cost structure.
Total sales for 1996 are estimated to exceed $175,000,000. The transaction
will be accretive to ABS shareholders and, assuming the due diligence process
is successful, will be closed in November as of the ABS fiscal year-end of
October 31, 1995. Mr. Galesi will be joining the ABS Board.
Consummation of the proposed merger is conditioned upon negotiation and
execution of a definitive agreement, as well as approvals of the boards of
directors and shareholders of the respective parties.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Exhibits - The response to this portion of Item 7 is submitted as a
separate section of this report.
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ITEM 7 (A)
EXHIBITS
CURRENT REPORT ON FORM 8-K
ABS INDUSTRIES, INC.
WILLOUGHBY, OHIO
SEPTEMBER 19, 1995
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused in this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ABS INDUSTRIES, INC.
By /s/ William J. McCarthy
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William J. McCarthy
President & CEO
Dated October 2, 1995
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EXHIBIT INDEX
ABS INDUSTRIES, INC.
FORM 8-K SEQUENTIAL
EXHIBIT NUMBER PAGE NUMBER
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1 LETTER OF INTENT BETWEEN ABS INDUSTRIES,
INC. AND GALESI GROUP DATED SEPTEMBER 13, 1995.