-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U67sT43g4yfAEhEssDm1Zdx+IoHvXFQTP5H8dmepo28tbyp74K3viXF/XC8aMb+x kzw+dayXnCUZWJx/nILrhQ== 0000950147-02-001176.txt : 20020912 0000950147-02-001176.hdr.sgml : 20020912 20020912140519 ACCESSION NUMBER: 0000950147-02-001176 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020912 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20020912 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROYAL PRECISION INC CENTRAL INDEX KEY: 0001016395 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 061453896 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22889 FILM NUMBER: 02762392 BUSINESS ADDRESS: STREET 1: 535 MIGEON AVENUE STREET 2: . CITY: TORRINGTON STATE: CT ZIP: 06790 BUSINESS PHONE: 8662992676 MAIL ADDRESS: STREET 1: 535 MIGEON AVENUE STREET 2: . CITY: TORRINGTON STATE: AZ ZIP: 06790 FORMER COMPANY: FORMER CONFORMED NAME: FM PRECISION GOLF CORP DATE OF NAME CHANGE: 19970521 8-K 1 e-8978.txt CURRENT REPORT DATED 9-12-02 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-1004 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) September 12, 2002 ROYAL PRECISION, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation or Organization) 0-22889 06-1453896 (Commission File Number) (I.R.S. Employer Identification No.) 535 Migeon Avenue, Torrington, CT 06790 (Address of Principal Executive Offices) (Zip code) (860) 489-9254 (Registrant's Telephone Number, Including Area Code) --------------------------------------------------- (Former Name, Former Address and Former Fiscal Year if Changed Since Last Report) ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Not Applicable. (b) Not Applicable (c) Exhibits. The following exhibit is filed herewith: Exhibit No. Exhibit ----------- ------- 99.1 Press Release of the Issuer dated September 12, 2002. ITEM 9. REGULATION FD DISCLOSURE. On September 12, 2002, Royal Precision, Inc. ("RPI") and Royal Associates, Inc. ("RA") jointly announced that they had entered into an Agreement and Plan of Merger whereby a wholly owned subsidiary of RA would be merged with RPI. A copy of the press release setting forth the announcement is attached hereto as Exhibit 99.1. 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 authorized. ROYAL PRECISION, INC. Dated: September 12, 2002 By: /s/ John C. Lauchnor --------------------------------- John C. Lauchnor, President EXHIBIT INDEX PAGE IN SEQUENTIALLY EXHIBIT NUMBERED COPY - ------- ------------- 99.1 Press Release of the Issuer dated September 12, 2002. __ EX-99.1 3 ex99-1.txt PRESS RELEASE EXHIBIT 99.1 ================================================================================ ROYAL PRECISION AND ROYAL ASSOCIATES JOINTLY ANNOUNCE SIGNING OF MERGER AGREEMENT FOR MANAGEMENT-LED BUY-OUT For Immediate Release Contact for Royal Precision, Inc.: JOHN C. LAUCHNOR, President and Chief Executive Officer FRANK W. MERTES, Vice President - Finance and Chief Financial Officer Royal Precision, Inc. (860) 489-9254 INTERNET: WWW.ROYALPRECISION.COM RCG Capital Markets Group, Inc. (480) 675-0400 RETAIL: JOE DORAME ANALYSTS/INSTITUTIONAL: JOE DIAZ MEDIA: JEFF STANLIS INTERNET: WWW.RCGONLINE.COM Contact for Royal Associates, Inc.: CHRISTOPHER JOHNSTON, President and Chief Executive Officer KENNETH J. WARREN, Secretary Royal Associates, Inc. (614) 766-1960 (SEPTEMBER 13, 2002) - TORRINGTON, CT AND DUBLIN, OH - Royal Precision, Inc. (OTC:BB: RIFL), the manufacturer of Precision and Rifle branded steel and graphite shafts, several of the most widely-used golf club shafts on the professional golf tours, and distributor of Royal Grip(R) golf club grips, and Royal Associates, Inc. ("RA"), a privately-held holding company, jointly announced today that Royal Precision has accepted the offer made by RA to take Royal Precision private and they have entered into an Agreement and Plan of Merger ("Merger Agreement") pursuant to which RA Merger Sub, Inc, a wholly-owned subsidiary of RA, will be merged with and into Royal Precision, with the public stockholders of Royal Precision to receive $0.10 per share in cash. At Closing, Royal Precision will continue to operate under the Royal Precision name. The Board of Directors of Royal Precision, has received the written opinion of The Harman Group Corporate Finance, Inc., that, subject to certain customary qualifications to be described in their written report, the transaction, including the consideration of $0.10 per share, is fair from a financial point of view to the stockholders of Royal Precision. Based on that opinion, the Board of Directors of Royal Precision has approved the transaction and will recommend to the Royal Precision stockholders that the merger be approved. The merger is conditioned upon the holders of a majority of the outstanding shares of Royal Precision adopting the Merger Agreement and certain other customary conditions. It is anticipated that an information statement will be mailed within the next 30 days to the stockholders of record as of September 23, 2002 and that the Merger Agreement will thereafter be adopted by written consent of the holders of a requisite majority of the outstanding shares of Royal Precision, with the merger to be consummated during November, 2002. The Merger Agreement, by its terms, may be terminated by RA in certain circumstances, including a material adverse change in the business of Royal Precision, and can be terminated by Royal Precision in the event that it receives an unsolicited third party offer and pursuant to the exercise of its fiduciary responsibilities enters into discussions or negotiations related thereto and in certain other circumstances. Royal Precision also announced that John Lauchnor, President of Royal Precision, has been elected to the additional position of Chief Executive Officer and Christopher A Johnston was elected to the position of Chairman of the Board of Royal Precision upon the resignation of Richard P. Johnston as Chairman of the Board and Chief Executive Officer. Commenting on the management change, Richard Johnston stated, "John has shown great fortitude and strength of leadership through very trying times and richly deserves the opportunity to lead the company to the next level." ABOUT ROYAL ASSOCIATES, INC.: RA is a closely held holding company formed by Christopher A. Johnston, Chairman of the Board of Royal Precision, John C. Lauchnor, President and Chief Executive Officer of Royal Precision, and Kenneth J. Warren, Richard P. Johnston, David E. Johnston and Charles S. Mechem, all of whom serve as directors of Royal Precision, and Robert Jaycox. Stockholders of RA and entities affiliated with such stockholders currently may be deemed to beneficially own 80.9% of the issued and outstanding shares of Royal Precision. Following its acquisition of Royal Precision, RA intends to pursue acquisitions, both within and outside of the golf industry. ABOUT ROYAL PRECISION, INC.: Royal Precision, Inc. is a leading designer, manufacturer and distributor of high-quality, innovative golf club shafts, including the Rifle shaft featuring Royal Precision's "Frequency Coefficient Matching" technology, or "FCM," designed to provide consistent flex characteristics to all the clubs in a golfer's bag. Royal Precision, Inc. is also a designer and distributor of Royal Grip(R) golf club grips offering a wide variety of standard and custom models, all of which feature durability and a distinctive feel and appearance. -----END PRIVACY-ENHANCED MESSAGE-----