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): December 7, 1995 RAUCH INDUSTRIES, INC. (Exact name of Registrant as Specified in Charter) North Carolina 0-12130 56-0749456 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 6048 South York Road, P.O. Box 609, Gastonia, North Carolina 28053 - ---------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (704) 867-5333 N/A (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events. On December 7, 1995, Rauch Industries, Inc. (the "Company") entered into an agreement and plan of merger with Syratech Corporation ("Syratech") and SYR Acquisition, Inc., a wholly owned subsidiary of Syratech, pursuant to which the Company will become a wholly-owned subsidiary of Syratech. The present shareholders of the Company will receive $13 a share in cash for each share of the Company's common stock now owned by them. The transaction is subject, among other things, to approval of the plan of merger by the shareholders of the Company, and to the receipt of necessary clearances under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. It is expected that the plan of merger will be voted upon by the stockholders of the Company by mid- February, 1996. The affirmative vote of holders of a majority of the common stock is needed for approval of the plan of merger. Syratech is a leading producer and distributor of sterling silver flatware, sterling and plated holloware and a wide variety of tabletop and gift items. For additional information concerning the proposed transaction, reference is made to the agreement and plan of merger and to a press release issued as of December 7, 1995, copies of which are attached as exhibits hereto. Exhibit Number Description 99.1 Agreement by and among Syratech, SYR Acquisition, Inc. and the Company dated December 7, 1995. 99.2 Press Release dated December 7, 1995 -1- 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. RAUCH INDUSTRIES, INC. Date: December 11, 1995 By: /s/ Donald G. Walser ----------------------- Donald G. Walser Executive Vice President and Treasurer -2-