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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): October 12, 1995
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(September 29, 1995)
The Allen Group Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-6016 38-0290950
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
25101 Chagrin Boulevard, Suite 350, Beachwood, Ohio 44122-5619
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (216) 765-5800
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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 2. Acquisition or Disposition of Assets.
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On September 29, 1995, The Allen Group Inc. (the "Company") effected the
previously announced distribution (the "Distribution"), on a pro rata basis, of
100% of the outstanding shares of the common stock, par value $.01 per share,
of the Company's wholly-owned subsidiary TransPro, Inc. ("TransPro") to the
holders of record of the Company's common stock as of the close of business on
September 29, 1995 (the "Record Date"). The Distribution was made on the basis
of one share of TransPro common stock for every four shares of the Company's
common stock outstanding on the Record Date, which resulted in the distribution
of an aggregate of 6,621,349 shares of TransPro common stock.
Immediately prior to the Distribution, the Company contributed (the
"Contribution") to TransPro substantially all of the assets and liabilities of
the Company's original equipment radiator and fabricated metal products
business (the "Automotive and Truck Products Business"), as well as the
Company's 50% ownership interest in GO/DAN Industries ("GDI"), a 50/50 joint
venture partnership between the Company and Handy & Harman. Immediately
thereafter and prior to the Distribution, the Company caused GDI to redeem the
outstanding ownership interest in GDI not already owned by the Company, thereby
making GDI an indirect wholly owned partnership of TransPro.
As a result of the Contribution and the Distribution, TransPro now owns the
Automotive and Truck Products Business and 100% of GDI, and is an independent
company.
Item 7. Financial Statements and Exhibits.
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(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Financial information that reflects the Contribution and the Distribution is
included in the Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1995 (the "Form 10-Q"), and is incorporated herein by
reference. In connection therewith, the net assets distributed (estimated
at $50.6 million as of June 30, 1995 and classified as a current asset on
the Consolidated Condensed Balance Sheets included in the Form 10-Q) will be
accounted for as a dividend, with such net assets, as finally determined,
charged to retained earnings at September 30, 1995.
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(c) Exhibits
2.1 -- Contribution Agreement, dated September 29, 1995, between The
Allen Group Inc. and TransPro, Inc. (The schedules and exhibits
to the Contribution Agreement have been omitted, but will be
provided upon request.)
99.1 -- Press Release issued September 29, 1995.
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SIGNATURE
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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 ALLEN GROUP INC.
By: /s/ McDara P. Folan, III
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Name: McDara P. Folan, III
Title: Vice President
Date: October 12, 1995
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Exhibit Index
Exhibit No. Description of Exhibits
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2.1 -- Contribution Agreement, dated September 29, 1995, between The Allen
Group Inc., and TransPro, Inc. (The schedules and exhibits to the
Contribution Agreement have been omitted, but will be provided upon
request.)
99.1 -- Press Release issued September 29, 1995