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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) April 14, 1999
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EAGLE-PICHER HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 333-49957 13-3989553
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
250 East Fifth Street, Suite 500, Cincinnati, Ohio 45202
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(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code 513-721-7010
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(Not Applicable)
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(Former Name Or Former Address, If Changed Since Last Report)
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TABLE OF ADDITIONAL REGISTRANTS
Jurisdiction of IRS Employer
Incorporation or Commission File Identification
Name Organization Number Number
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Eagle-Picher Industries, Inc. Ohio 333-49957 31-0268670
Daisy Parts, Inc. Michigan 333-49957-02 38-1406772
Eagle-Picher Development Co., Inc. Delaware 333-49957-03 31-1215706
Eagle-Picher Far East, Inc. Delaware 333-49957-04 31-1235685
Eagle-Picher Fluid Systems, Inc. Michigan 333-49957-05 31-1452637
Eagle-Picher Minerals, Inc. Nevada 333-49957-06 31-1188662
Eagle-Picher Technologies, LLC Delaware 333-49957-09 31-1587660
Hillsdale Tool & Manufacturing Co. Michigan 333-49957-07 38-0946293
Michigan Automotive Research Corp. Michigan 333-49957-08 38-2185909
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On April 14, 1999, Hillsdale Tool & Manufacturing Co. ("Hillsdale"), an
indirectly wholly-owned subsidiary of Eagle-Picher Holdings, Inc. (the
"Company"), acquired all of the outstanding capital stock of Charterhouse
Automotive Group, Inc., a Delaware corporation ("Charterhouse"), the indirect
parent corporation of Carpenter Enterprises Limited, a Michigan corporation
("Carpenter"). The acquisition was made pursuant to a Stock Purchase Agreement
dated April 8, 1999, which was held in escrow until April 14, 1999, and is
effective as of March 1, 1999 for accounting purposes. The total consideration
paid for Charterhouse was approximately $72.0 million, consisting of $37.9
million for the stock of Charterhouse, a $3.1 million payment to the former
president of Carpenter under a phantom stock plan which was triggered by the
transaction, and $31.0 million of existing indebtedness of Carpenter.
Carpenter is a supplier of precision machined components to the
automotive industry. Charterhouse is a holding company whose only asset is the
stock of Charterhouse-Carpenter Holdings, Inc., a Delaware corporation
("Carpenter Holdings"), another holding company whose only asset is the stock of
Carpenter. It is anticipated that Charterhouse and Holdings will be dissolved in
the near future.
A copy of the press release announcing the completion of this
transaction is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired
The Registrant believes that it would be impractical to provide the required
financial statements at the time this Report on Form 8-K is filed. The
Registrant intends to file such financial information as an amendment to
this Form 8-K within 60 days after April 29, 1999, the date by which this
Report must be filed.
(b) Pro Forma Financial Information
The Registrant believes that it would be impractical to provide the required
financial statements at the time this Report on Form 8-K is filed. The
Registrant intends to file such financial information as an amendment to
this Form 8-K within 60 days after April 29, 1999, the date by which this
Report must be filed.
(c) Exhibits:
2.1 - Stock Purchase Agreement dated April 8, 1999 between Hillsdale
Tool & Manufacturing Co., Charterhouse Automotive Group, Inc.
and the shareholders of Charterhouse Automotive Group, Inc.
99.1 - Press release dated April 14, 1999 announcing the completion of
the acquisition.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has dully caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
EAGLE-PICHER HOLDINGS, INC.
/s/ Carroll D. Curless
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Carroll D. Curless
Vice President and Controller
DATE April 16, 1999
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has dully caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
EAGLE-PICHER INDUSTRIES, INC.
/s/ Carroll D. Curless
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Carroll D. Curless
Vice President and Controller
DATE April 16, 1999
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has dully caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DAISY PARTS, INC.
/s/ Gary M. Freytag
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Gary M. Freytag
Vice President and Treasurer
DATE April 16, 1999
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has dully caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
EAGLE-PICHER DEVELOPMENT COMPANY, INC.
/s/ Gary M. Freytag
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Gary M. Freytag
Vice President and Treasurer
DATE April 16, 1999
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has dully caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
EAGLE-PICHER FAR EAST, INC.
/s/ Gary M. Freytag
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Gary M. Freytag
Vice President and Treasurer
DATE April 16, 1999
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has dully caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
EAGLE-PICHER FLUID SYSTEMS, INC.
/s/ Gary M. Freytag
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Gary M. Freytag
Treasurer
DATE April 16, 1999
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has dully caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
EAGLE-PICHER MINERALS, INC.
/s/ Gary M. Freytag
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Gary M. Freytag
Vice President and Treasurer
DATE April 16, 1999
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has dully caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
EAGLE-PICHER TECHNOLOGIES, LLC
/s/ J. D. Seller
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J. D. Seller
Vice President, Controller
and Chief Financial Officer
DATE April 16, 1999
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has dully caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HILLSDALE TOOL & MANUFACTURING CO.
/s/ Gary M. Freytag
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Gary M. Freytag
Treasurer
DATE April 16, 1999
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has dully caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MICHIGAN AUTOMOTIVE RESEARCH CORPORATION
/s/ Gary M. Freytag
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Gary M. Freytag
Vice President
DATE April 16, 1999
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EXHIBIT INDEX
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Exhibit No. Description
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2.1 Stock Purchase Agreement dated April 8, 1999 between Hillsdale
Tool & Manufacturing Co., Charterhouse Automotive Group, Inc.
and the shareholders of Charterhouse Automotive Group, Inc.
99.1 Press release dated April 14, 1999 announcing the completion
of the acquisition.
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