-----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, BjdbExhPXuMGg5h+iItBvKDzxnaJCPMwvGmE46nxQfT5hXN1zj7SUQcrsA0wwIrg oRBbVX2NkIg4mvI2xKTkAg== 0000105770-98-000030.txt : 19980910 0000105770-98-000030.hdr.sgml : 19980910 ACCESSION NUMBER: 0000105770-98-000030 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980909 ITEM INFORMATION: FILED AS OF DATE: 19980909 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEST CO INC CENTRAL INDEX KEY: 0000105770 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED RUBBER PRODUCTS, NEC [3060] IRS NUMBER: 231210010 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-08036 FILM NUMBER: 98706233 BUSINESS ADDRESS: STREET 1: 101 GORDON DR STREET 2: P O BOX 645 CITY: LIONVILLE STATE: PA ZIP: 19341-0645 BUSINESS PHONE: 6105942900 MAIL ADDRESS: STREET 1: 101 GORDON DRIVE STREET 2: PO BOX 645 CITY: LIONVILLE STATE: PA ZIP: 19341-0645 8-K 1 CURRENT REPORT This report contains 4 pages (including cover page) 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) September 9, 1998 ---------------- THE WEST COMPANY, INCORPORATED ----------------------------------------------------------------- (Exact name of registrant as specified in its charter) Commission File Number 1-8036 -------------------------------- Pennsylvania 23-1210010 ------------------------------------- ---------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 101 Gordon Drive, PO Box 645, Lionville, PA 19341-0645 ------------------------------------- ---------------------- (Address of principal executive (Zip Code) offices) Registrant's telephone number, including area code 610-594-2900 -------------- N/A ----------------------------------------------------------------- Former name, former address and former fiscal year, if changed since last report. Page 2 Item 5. Other Events. On September 9, 1998, the Company announced a pre-tax charge to earnings of $4.0 million, or $.15 per share. The press release describing this event is included in Exhibit 99.1 hereto and is incorporated herein by reference. Page 3 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. THE WEST COMPANY, INCORPORATED ----------------------------------- (Registrant) September 9, 1998 /s/ Steven A. Ellers ------------- --------------------------------- Date (Signature) Steven A. Ellers Senior Vice President, Finance and Administration Page 4 INDEX TO EXHIBITS Exhibit Page Number Number 99.1 The Company's Press Release dated September 9, 1998. EX-99.1 2 EXHIBIT 99.1 Exhibit 99.1 ( F I N A L 5:00 p.m.. September 8, 1998 ) THE WEST COMPANY ANNOUNCES "DUTCH AUCTION" SELF-TENDER FOR 2,000,000 SHARES; OUTLINES COST IMPROVEMENT PROGRAM Lionville, PA September 9, 1998. The West Company today announced the commencement of a self-tender of up to 2,000,000, approximately 11.7%, of its Common shares, at a price range of no less than $27.00 per share and no more than $31.00 per share. The tender period commences today and expires at 5:00 p.m. New York City time on Wednesday, October 7, 1998. Under the terms of the tender, shareholders can specify prices within the stated price range at which they are willing to tender their shares. Upon receipt of all tenders, the Company will determine one price per share that will permit it to purchase up to 2,000,000 shares from those shareholders who specified that they would sell shares at or below that price. Complete details of the tender offer and full instructions for tendering shares are contained in the Share Repurchase Offering Document being sent to all shareholders. Warburg Dillon Read LLC will serve as the dealer manager for the offer. Shareholder Communications Corporation will serve as the information agent. William G. Little, Chairman and Chief Executive Officer, commented, "The West Company is in an excellent position to utilize its financial resources to acquire shares through this self tender. Furthermore, the Board's decision to approve this program reflects our confidence in the future direction of the Company and the underlying value of The West Company's shares." Separately, the Company announced that as part of its ongoing cost improvement programs, West will take a pre-tax charge to earnings of approximately $4 million, or $.15 per share, in the third quarter of 1998. This charge relates to identified manufacturing and other efficiencies and associated employee reductions. The Company expects to recover the costs associated with this program within a two- year period through efficiency gains. Mr. Little added, "During the past few years, we have increased our operating margins by executing a program of consistent improvements at our manufacturing locations and by controlling overhead costs. The further cost efficiencies announced today will have a rapid payback. I am encouraged by the business outlook for the Company for the remainder of 1998 and into 1999." * * MORE * * The foregoing discussion included "forward looking statements" as that term is used under the Private Securities Litigation Reform Act of 1995. The Company's ability to recover the costs associated with the efficiency program described above may be affected by many uncertainties that exist in the Company's operations and business environment that may cause a delay in the achievement of the savings recovery or cause the recovery not to occur to the fullest extent expected. Specific factors include unanticipated future manufacturing and staff additions and pressures on international operating performance from currency fluctuations and the cost of raw materials. In addition, the Company's results may differ materially from those expressed in any forward-looking statements by, or on behalf of, the company. These include, but are not limited to, sales demand, timing of customers' product introductions, the success of research and development projects, competitive pressures, the strength or weakness of the U.S. dollar, inflation, the cost of raw materials, successful continuance of cost-improvement programs, the timely transfer of technology, the potential dilution from acquisitions of other businesses and the cost of borrowing funds. The West Company applies value-added services to the process of bringing new drug therapies and healthcare products to global markets. West's technologies include research and development of delivery systems for challenging drug molecules; the design and manufacture of packaging components, systems and devices that effectively deliver and differentiate drugs and healthcare products; contract laboratory services; and commercialization processes for the manufacturing, filling and packaging of drug and healthcare products. * * * * * * * * * * * -----END PRIVACY-ENHANCED MESSAGE-----