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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): August 29, 1997
LIBBEY INC.
(Exact name of registrant as specified in its charter)
Delaware 1-12084 34-1559357
(State of incorporation) (Commission File Number) (IRS Employer
identification No.)
300 Madison Avenue
Toledo, Ohio 43604
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (419) 325-2100
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ITEM 2. ACQUISITIONS AND DISPOSITIONS
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On August 29, 1997 Libbey Inc. (the "Company") through subsidiaries
closed on a series of transactions with Vitro S.A. ("Vitro") and
certain of its subsidiaries. The acquisition includes: (a) the Company
acquiring through subsidiaries a forty-nine percent (49%) equity
interest in: (i) Vitrocrisa, S.A. de C.V. ("Vitrocrisa"), (ii)
Vitrocrisa Holding, S.A. de C.V. ("Vitrocrisa Holding"), (iii) Crisa
Libbey, S.A. de C.V. ("Crisa Libbey") and (iv) Crisa Industrial, L.L.C.
("Crisa Industrial") from Vitro and certain of its subsidiaries, with
Vitro, or its subsidiary Crisa Corporation in the case of Crisa
Industrial, being the owner of the remaining fifty-one percent (51%)
equity interest in such entities; and (b) the Company acquiring through
a subsidiary certain assets and assuming certain liabilities of the
business operated as WorldCrisa Corporation from WorldCrisa Corporation
("WorldCrisa").
The cash purchase price is approximately $100 million plus the funding
or assumption of certain liabilities of WorldCrisa and will be financed
through the Company's $380 million amended revolving credit facility,
that terminates May, 2002 (filed as Exhibit 10.25 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1997). The
purchase price was determined through arm's length negotiations. There
was no previous material relationship between the Company or any of its
affiliates and Vitro or any of its affiliates.
Vitrocrisa manufactures, markets and sells glass tableware (e.g.
beverageware, plates, bowls, serveware and accessories) and industrial
glassware (e.g. coffee pots, blender jars, meter covers, glass covers
for cooking ware and lighting fixtures sold to original equipment
manufacturers.). Its manufacturing facilities are based in Monterrey,
Mexico, and its products are sold internationally. Vitrocrisa Holding
is a holding company the principal assets of which are certain
non-voting shares of Vitrocrisa. Crisa Libbey is a company holding as
its principal assets certain debt obligations of Vitrocrisa Holding.
Crisa Industrial is a Delaware limited liability company which
distributes in the United States and Canada industrial glass products
manufactured by Vitrocrisa.
WorldCrisa is an importer of metal flatware, ceramic dinnerware and
other tabletop products that sells primarily to the foodservice
industry in the United States. The assets purchased include accounts
receivable, certain inventory, equipment, certain leasehold rights,
intellectual property, trademarks and trade names and the liabilities
assumed include certain accounts payable, accrued liabilities and lease
obligations incurred in the ordinary course of business. It is the
Company's intention to continue to operate this business in a similar
manner under the name World Tableware.
Reciprocal distribution agreements have been established, whereby
Libbey becomes the distributor of Vitrocrisa glass tableware products
in the United States and Canada, and Vitrocrisa becomes the distributor
of Libbey glass tableware products in Mexico, Central and South
America.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(a) Financial Statements of Business Acquired
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It is impracticable to provide the required financial
statements as of and for the year ended December 31, 1996
required by Item 7 (a) relative to the acquired businesses
described in Item 2 at the time this report on Form 8-K is
filed. The registrant will file the required financial
statements as soon as practicable, but not later than 60 days
following the date on which this report of Form 8-K must be
filed.
(b) Pro Forma Financial Information
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It is impracticable to provide the required pro forma
financial information required by Item 7 (b) relative to the
acquired business described in Item 2 at the time this report
on Form 8-K is filed. The registrant will file pro forma
financial information as soon as practicable, but not later
than 60 days following the date on which this report on Form
8-K must be filed.
(c) Exhibit No. Description
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2.1 Master Investment Agreement, dated to
be effective as of August 15, 1997,
entered into by and between Libbey
Inc., Libbey Glass Inc., LGA 2 Corp,
LGA 3 Corp, LGA 4 Corp., Vitro, S.A.,
Vitrocrisa Holding, S.A. de C.V.,
Vitro Corporativo, S.A., Vitrocrisa
S.A. de C.V. Crisa Corporation, and
WorldCrisa Corporation.
The Company agrees to furnish
supplementally a copy of any omitted
schedule to the Commission on
request.
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 thereunto duly authorized.
LIBBEY INC.
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Registrant
Date: 9/15/97 /s/ Kenneth G. Wilkes
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Kenneth G. Wilkes
Vice President, Chief Financial Officer
and Treasurer
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