-----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, Mvwd/rJaJJvFJbR7RPVRYjP2TZZmcRKOlN2XSjagZCanLsAkWAaTPjeEWVGPOVmr qXDBnDvFBg4H5AlB3kkk3Q== 0000950129-01-000496.txt : 20010206 0000950129-01-000496.hdr.sgml : 20010206 ACCESSION NUMBER: 0000950129-01-000496 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010205 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATCO GROUP INC CENTRAL INDEX KEY: 0001057693 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED PLATE WORK (BOILER SHOPS) [3443] IRS NUMBER: 222906892 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-15603 FILM NUMBER: 1524797 BUSINESS ADDRESS: STREET 1: BROOKHOLLOW CENTRAL III STREET 2: 2950 NORTH LOOP WEST STE 750 CITY: HOUSTON STATE: TX ZIP: 77092 BUSINESS PHONE: 7136839292 MAIL ADDRESS: STREET 1: BROOKHOLLOW CENTERL III STREET 2: 2950 NORTH LOOP WEST STE 750 CITY: HOUSTON STATE: TX ZIP: 77092 8-K 1 h83837e8-k.txt NATCO GROUP INC - DATED FEBRUARY 5, 2001 1 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): February 5, 2001 NATCO Group Inc. (Exact Name of Registrant as Specified in its Charter) DELAWARE ----------- 22-2906892 (State of Incorporation) (Commission File Number) (IRS Employer Identification No.) 2950 North Loop West, 7th Floor 77092 Houston, Texas (Zip Code) (Address of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code: (713) 683-9292 2 ITEM 5. OTHER EVENTS On January 31, 2001, NATCO Group Inc. issued a press release announcing that the Company had entered into an agreement to acquire Axsia Group Limited, a privately held process design company based in the United Kingdom which specializes in the design and supply of water reinjection systems for oil and gas fields, oily water treatment, oil separation, hydrogen production and other process equipment systems. This press release is filed as Exhibit 99.1 to this Current Report on Form 8-K, and the contents of such Exhibit are incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99.1 Press Release, dated January 31, 2001 3 SIGNATURE 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. Dated: February 5, 2001 NATCO Group Inc. By: /s/ J. MICHAEL MAYER ----------------------------------- J. Michael Mayer Senior Vice President and Chief Financial Officer 4 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 99.1 Press Release, dated January 31, 2001
EX-99.1 2 h83837ex99-1.txt PRESS RELEASED DATED JANUARY 31, 2001 1 EXHIBIT 99.1 2950 North Loop West, Suite 700 Houston, TX 77092 PHONE: (713) 685-8062 FAX: (713) 683-7841 ================================================================================ Headline: NATCO announces acquisition January 31, 2001 ================================================================================ NATCO Group has reached agreement to acquire Axsia, Ltd., a privately held process design company based in the UK, for approximately $47 million. Axsia specializes in design and supply of water reinjection systems for oil and gas fields, as well as oily water treatment, oil separation, hydrogen production and other process equipment systems. The Company, which features such names as Serck Baker, Howmar and Mozley, is an excellent fit with two smaller, recent NATCO Group acquisitions in the water processing sector. The acquisition is expected to be modestly accretive for NATCO earnings in 2001, on Axsia revenues in the $70-80 million range. The transaction is expected to close by the end of February and will be financed by bank borrowings. Water processing and reinjection from oil and gas production are expected to be active and growing markets in the years ahead, and Axsia currently has a strong backlog and good prospects worldwide. "Axsia is a technology leader and the premiere supplier of water reinjection and related systems for the oil and gas industry", said Nat Gregory, CEO of NATCO. "It is an ideal complement to our own process equipment capability and reputation." The Company noted that many large international projects, particularly offshore, involve both NATCO's oil and gas processing systems as well as Axsia's water processing and reinjection systems. In addition, NATCO provides automation and control systems through its operating unit, TEST, which further adds to the breadth of scope in integrated, turnkey supply for customers and therefore allows better leverage of NATCO and Axsia marketing relationships as well as greater potential to play an important role with major oil and gas operators at the critical early stages of a major project. On the execution side, the two companies' engineering and project management capabilities fit together very well and since Axsia does not have in-house manufacturing capability, the combination will be further additive in cases where water processing and reinjection systems can be fabricated in NATCO facilities. Finally, the integration of NATCO and Axsia fluid technologies should significantly enhance the combined product line. "From the customer's point of view, there are important benefits from consolidating scope of supply and getting the best technology and project execution from a single source," commented Gregory. "This is right in line with our strategy of building a world-class Engineered Systems business." The Company also noted that Axsia's employee base and management team have an excellent track record and strong reputation, and will provide for NATCO Group a more effective presence in international markets, particularly in the North Sea, South America, North 2 EXHIBIT 99.1 (Cont'd.) Africa and the Middle East. There should also be greater leverage and efficiency in Southeast Asia, where both companies have large projects ongoing and NATCO recently opened a regional office in Singapore. The Company has scheduled a conference call on Thursday February 1, 2001 at 3:00 PM EST to discuss the acquisition. The call will be broadcast on live http://www.videonewswire.com/NATCO/020101/. NATCO Group Inc. is a leading provider of wellhead process equipment, systems and services used in the production of oil and gas. NATCO has designed, manufactured and marketed production equipment and services for more than 70 years. NATCO production equipment is used onshore and offshore in most major oil and gas producing regions of the world. Statements made in this press release that are forward-looking in nature are intended to be "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934 and may involve risk and uncertainties. These statements may differ materially from actual future events or results. Readers are referred to documents filed by NATCO Group Inc. with the Securities and Exchange Commission, including its Form S-1 and the Annual Report on Form 10-K, which identifies significant risk factors which could cause actual results to differ from those contained in the forward-looking statements. -----END PRIVACY-ENHANCED MESSAGE-----