1
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): FEBRUARY 13, 1997
-----------------
(JANUARY 21, 1997)
- -------------------
CHEMPOWER, INC.
---------------
(Exact Name of Registrant as Specified in its Charter)
Ohio 0-17575 34-1481970
---- ------- ----------
(State or Other (Commission File (IRS Employer
Jurisdiction of Number) Identification No.)
Incorporation)
807 East Turkeyfoot Lake Road, Akron, Ohio 44319
- ------------------------------------------ -----
(Address of Principal Executive Officers) (Zip Code)
Registrant's telephone number, including area code: (330) 896-4202
----------------
Former Name or Former Address, if Changed Since Last Report: N/A
---
2
ITEM 5. OTHER EVENTS
On January 21, 1997, Chempower, Inc. ("Chempower") issued a press release
announcing that it has reached an agreement with American Eco Corporation
("American Eco") to extend the outside date by which the merger of a subsidiary
of American Eco with and into Chempower must be consummated. Pursuant to the
Agreement and Plan of Merger by and among American Eco, Sub Acquisition Corp.,
and Chempower, dated September 10, 1996 (the "Merger Agreement"), either party
had the right to terminate the agreement if the merger was not consummated by
January 31, 1997. Pursuant to the agreement announced on January 21, 1997, both
parties will waive that termination right until February 28, 1997. Chempower
will have the right, however, to terminate the Merger Agreement after February
15, 1997 if American Eco has not secured financing for the transaction by that
date.
The agreement announced on January 21st also provides that if Chempower
terminates the Merger Agreement after February 15th because American Eco does
not secure financing, American Eco will be obligated to pay Chempower's
expenses in connection with the transaction plus a $1,000,000 termination
fee.
Finally, Toomas J. Kukk, Chairman, President and CEO of Chempower, and Ernest M.
Rochester, Vice Chairman and Secretary, and members of their immediate families,
who together own approximately 56% of Chempower's outstanding shares, have also
agreed to permit American Eco to defer the payment to them of a portion of the
merger consideration of $6.20 per share for up to one year in order to
facilitate the securing of financing arrangements for this transaction by
American Eco.
A copy of the full text of the January 21st press release is filed as an exhibit
hereto and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND
EXHIBITS
The following are filed as exhibits to this Form 8-K Current Report:
(a) Press Release issued by Chempower on January 21, 1997
(b) Letter Agreement between American Eco, Sub Acquisition
Corp., and Chempower, dated January 15, 1997
3
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.
Date: February 13, 1996 By:/s/Robert E. Rohr
---------------------------
Robert E. Rohr
Vice President of Finance and
Treasurer (on behalf of the
Registrant and as Principal
Financial Officer)
4
EXHIBIT INDEX
Exhibit
Number Exhibit Description
- ------ -------------------
99.1 Press Release issued by Chempower, Inc. on
January 21, 1997
99.2 Letter Agreement between American Eco
Corporation, Sub Acquisition Corp., and
Chempower, Inc., dated January 15, 1997