UNITED STATES
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) May 15, 1998
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BMC INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
MINNESOTA 1-8467 41-0169210
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
ONE MERIDIAN CROSSINGS
SUITE 850
MINNEAPOLIS, MINNESOTA 55423
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (612) 851-6000
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
On May 15, 1998, Vision-Ease Lens Azusa, Inc., f/k/a VIS-ORC, Inc. (the
"Company") (a wholly-owned subsidiary of Vision-Ease Lens, Inc., in turn a
wholly-owned subsidiary of BMC Industries, Inc. ("BMC")) acquired
substantially all of the assets, properties and rights (the "Assets") used in
the Orcolite business unit (the "Business"), an operating division of
Monsanto Company, a Delaware corporation ("Monsanto"), for the cash purchase
price of $101,000,000. The purchase price represents the stated purchase
price of $100,000,000 plus $1,000,000 in working capital adjustments. BMC
financed this acquisition in full with the proceeds of a loan obtained from
various lenders pursuant to a $275,000,000 Credit Agreement dated as of May
15, 1998, among BMC, Bankers Trust Company (as Administrative Agent), NBD
Bank (as Documentation Agent) and Various Lending Institutions. BMC intends
that the Assets will continue to be used by the Company in the development,
manufacture and marketing of ophthalmic lenses.
The foregoing description of the Asset Purchase Agreement, as amended (the
"Asset Purchase Agreement") between the Company and Monsanto dated as of
March 25, 1998, does not purport to be complete and is qualified in its entirety
by reference to (i) the Asset Purchase Agreement as in effect on March 25, 1998,
which is attached to the Registrant's Current Report on Form 8-K dated March 25,
1998, filed with the Commission on April 3, 1998, and incorporated herein by
reference; and (ii) Amendment No. 1 to Asset Purchase Agreement dated as of May
15, 1998 between Monsanto and the Company, which is attached hereto as an
exhibit and incorporated herein by reference.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The financial statements required by this Item will be filed as soon
as practicable, and in any event not later than July 29, 1998.
(b) PRO FORMA FINANCIAL INFORMATION.
The pro forma financial information required by this Item will be
filed as soon as practicable, and in any event not later than July 29,
1998.
(c) EXHIBITS.
2.1 Asset Purchase Agreement, dated as of March 25, 1998,
between Monsanto Company and VIS-ORC, Inc. (1)
The Registrant hereby agrees to furnish supplementally a
copy of any omitted schedule or exhibit to the Commission
upon request.
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(1) Incorporated by reference to the Registrant's Current Report on Form 8-K
dated March 25, 1998 and filed with the Commission on April 3, 1998. (File No.
1-8467)
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2.2 Amendment No. 1 to Asset Purchase Agreement, dated as of May
15, 1998, between Monsanto Company and Vision-Ease Lens
Azusa, Inc., f/k/a VIS-ORC, Inc.
The Registrant hereby agrees to furnish supplementally a
copy of any omitted schedule or exhibit to the Commission
upon request.
99.1 Press Release of BMC Industries, Inc. dated May 18, 1998.
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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.
BMC INDUSTRIES, INC.
Date: May 29, 1998 By /s/ Jeffrey J. Hattara
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Jeffrey J. Hattara
Vice President of Finance and
Administration, and Chief
Financial Officer
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EXHIBIT INDEX
No. Exhibit No. Page
2.1 Asset Purchase Agreement, dated as of March 25, 1998, Incorporated
between Monsanto Company and VIS-ORC, Inc. by Reference(1)
2.2 Amendment No. 1 to Asset Purchase Agreement, dated Filed
as of May 15, 1998, between Monsanto Company and Electronically
Vision-Ease Lens Azusa, Inc., f/k/a VIS-ORC, Inc.
99.1 Press Release of BMC Industries, Inc. dated Filed
May 18, 1998. Electronically
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(1) Incorporated by reference to the Registrant's Current Report on Form 8-K
dated March 25, 1998 and filed with the Commission on April 3, 1998. (File
No. 1-8467)