-----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, Tri55FBi7O9X2HD3lZ3imUouVmzIpXlETZmKiQVWmXBus309EyLhGY7u769IaHJF l53NoOXiHH/0Yb3RzR2aiA== 0001140361-08-015307.txt : 20080619 0001140361-08-015307.hdr.sgml : 20080619 20080618180543 ACCESSION NUMBER: 0001140361-08-015307 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20080613 ITEM INFORMATION: Changes in Control of Registrant ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080619 DATE AS OF CHANGE: 20080618 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FANSTEEL INC CENTRAL INDEX KEY: 0000034471 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 361058780 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08676 FILM NUMBER: 08906529 BUSINESS ADDRESS: STREET 1: 570 LAKE COOK ROAD STREET 2: SUITE 200 CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 7086894900 MAIL ADDRESS: STREET 1: 570 LAKE COOK ROAD STREET 2: SUITE 200 CITY: DEERFIELD STATE: IL ZIP: 60015 FORMER COMPANY: FORMER CONFORMED NAME: FANSTEEL METALLURGICAL CORP DATE OF NAME CHANGE: 19731202 8-K 1 form8k.htm FANSTEEL INC 8-K 6-13-2008 form8k.htm


UNITED STATES
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): June 13, 2008

FANSTEEL INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware
1-8676
36-1058780
     
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

570 Lake Cook Road, Suite 200,
Deerfield, Illinois 60015

(Address of Principal Executive Offices,
including Zip Code)


(847) 689-4900
(Registrant's telephone number,
including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
 


 
 

 

ITEM 5.01.  CHANGES IN CONTROL OF REGISTRANT.

5.01 (a)

On June 13, 2008, a Schedule 13D/A regarding the formation of a Control Group was filed on behalf of each of the following individuals (collectively the "Reporting Persons"):

Reporting Person
Citizenship (Individuals) or
Place of Organization (Entities)
Address
L. M. Levie
United States
1465 East Putnam Avenue, Suite 229 Greenwich, CT 06870
Brian F. Cassady
United States
510 Ocean Drive, Suite 501 Miami Beach, FL 33139
Curtis J. Zamec, II
United States
10920 North Beechwood Drive Mequon, WI 53092

The Reporting Persons executed a Cooperation Agreement on June 10, 2008.  Each Reporting Person originally independently acquired the Shares which were set forth in their respective Schedule 13D and Schedule 13D/A Filings. Under the Cooperation Agreement, each member of the Control Group agreed to act and vote its Shares by written consent in lieu of a meeting of shareholders as permitted under Article II, Section 10 of the Issuer's by-laws.
 
The basis of control including the percentage of voting securities of the Company beneficially owned directly or indirectly by the Control Group is as follows:
 

Reporting Person
Aggregate Number of
Shares Beneficially
Owner
Percentage of Class
Beneficially Owned (1)
L. M. Levie
1,039,163
30.38%
Brian F. Cassady
995,978
29.12%
Curtis J. Zamec, II
353,589
10.34%
(1) Based on 3,420,000 shares outstanding.
 
Number of Shares as to which such person has:
Reporting
Person
Sole Power to
Vote or to
Direct the Vote
Shared Power
to Vote or to
Direct the
Vote
Sole Power to
Dispose or to
Direct the
Disposition of
Shared Power
to Dispose or to
Direct the
Deposition of
L. M. Levie
1,039,063
N/A
1,039,063
N/A
Brian F. Cassady
995,978
N/A
995,978
N/A
Curtis J. Zamec, II
353,589
N/A
353,589
N/A

Consideration used by each Reporting Person as reported in the June 13, 2008 Schedule 13D/A is as follows:

The Levie Reporting Person caused Greenwich Investment Company LLC ("GIC") to expend an aggregate of approximately $103,916.30 of corporate funds to purchase 1,039,163 Shares (the "GIC Shares) in privately negotiated transactions as set forth in more detail in the Levie Schedule 13D Filings.

 
2

 
 
Brian F. Cassady expended an aggregate of approximately $83,694.08 of his personal funds to purchase 995,978 Shares (the "Cassady Shares") of which 945,706 Cassady Shares were acquired in privately negotiated transactions and 50,272 Cassady Shares were acquired in one or more open market purchases as set forth in more detail in the Cassady Schedule 13D Filings and amendments thereto.
 
Curtis J. Zamec, II expended an aggregate of $268,532.98 of his personal funds to purchase 353,589 Shares (the "Zamec Shares") of which 84,528 Zamec Shares were acquired in privately negotiated transactions and 269,061 Zamec Shares were acquired in one or more open market purchases as set forth in more detail in the Zamec Schedule 13D Filings and amendments thereto.
 
No individuals or entities had a controlling interest in the securities of the Company before the formation of the Control Group.
 
The Control Group also executed written consent resolutions in lieu of a meeting pending the effective date of the appointment of the new Directors. The written consent resolutions executed by the Control Group in this regard were attached as exhibits to the Cooperation Agreement which was filed an exhibit to the June 13, 2008 Schedule 13D/A.  Pursuant to Article III, Section 5, of the Amended and Restated By-Laws of Fansteel Inc., the sole remaining Director agreed to appoint three replacement Directors identified by the Control Group.
 
5.01 (b)
 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
Based on information contained in the Company filings, and the information contained in the respective Schedule 13D Filings of the Members of the Control Group, the persons owning beneficially 5% or more of the Company’s outstanding Common Stock, the Stock ownership of all the Executive Officers and Directors of the Company as a group, and the Stock ownership of the named Executive Officers and Directors are as follows:
 

Name, Position and Address of
Beneficial Owner (1)
Amount and
Nature of
Beneficial
Ownership
Percent of
Common
Stock
G.L. Tessitore, President and Chief Executive Officer
 Fansteel Inc.
     570 Lake Cook Road, Suite 200
     Deerfield, Illinois 60015
6,994
.20%
R.M. McEntee, Vice President, Chief Financial Officer
Fansteel Inc.
570 Lake Cook Road, Suite 200
Deerfield, Illinois 60015
9
less than .1%
L. M. Levie, President, Greenwich Investment Company LLC
1465 East Putnam Avenue
Site 229
Greenwich, CT 06870
1,039,163
30.38%
Brian F. Cassady
510 Ocean Drive
Site 501
Miami Beach, FL 33139
995,978
29.12%
Curtis J. Zamec, II
10920 North Beechwood Drive
Mequon, WI 53092
353,589
10.34%
All Officers and Directors as a group (5 persons)
1,356,570
39.67%*

*Based on 3,420,000 outstanding shares of the Company
 
 
3

 

ITEM 5.02.  ELECTION OF DIRECTORS
 
5.02 (b)
 
On and after June 10, 2008, the Control Group held discussions with the Board of Directors of the Issuer to explore whether the Board of Directors would be receptive to a cooperative change-over of the Board of Directors along the lines contemplated in the Cooperation Agreement.  On June 12, 2008 the Board of Directors indicated it would voluntarily implement such change-over on June 13, 2008. Such change-over will involve customary transition arrangements between the outgoing Directors and the Issuer, such as indemnification agreements and covenants not to sue with outgoing Directors, subject to certain conditions and exceptions. On June 13, 2008, resignation letters were received from Mr. John R. Parker, Chairman, Mr. Jeffrey Vogelsang and Mr. David Groshoff.  The resignation letters are included as Exhibit 99.1, 99.2 and 99.3, respectively.
 
5.02 (d)
 
On June 13, 2008, by resolution of the remaining Director, Mr. Gary Tessitore, as permitted under Article III, Section 5 of the Amended and Restated By-Laws of Fansteel Inc., the following individuals were appointed to the Board of Directors to fill the vacancies from the voluntary resignations of the prior Directors:
 
BRIAN F. CASSADY, 41, is President of 510 Ocean Drive Advisors, Inc. (doing business as Black Management Advisors) (“Black Management Advisors”). Black Management Advisors is primarily engaged in the business of providing financial and operational turnaround, restructuring and interim management services to troubled companies. Prior to founding Black Management Advisors, Mr. Cassady was a Director in the Turnaround and Restructuring Services practice of AlixPartners LLC from August 2002 until June 2007. Mr. Cassady received an MBA from the Harvard Business School in 1995 and a B.S. in Business Administration from Indiana University in 1989.
 
CURTIS J. ZAMEC, II, 39, is the Principal of Prism Industrial, LLC. Prism Industrial is a specialty consulting firm that works with manufacturing companies to achieve a sustainable step change in customer and financial performance. Prior to Prism Industrial, Mr. Zamec was an executive with Rexnord Industries, LLC (2004-2008); President - North America Commercial and Global Product Services and President - Coupling Group. Prior to Rexnord Industries, LLC, Mr. Zamec was employed by The Timken Company (1998-2004) in several roles of operational and commercial responsibility, including his final role as General Manager, Timken de Mexico in Mexico City, Mexico. Mr. Zamec received a B.A. from the University of Minnesota in 1991.

 
4

 

TODD M. HYMEL, 34, is a Managing Partner and co-founder of Naxos Capital Partners, a private equity firm focused on acquiring and developing small- to lower mid-market companies. Prior to co-founding Naxos Capital Partners in 2007, Mr. Hymel was European Vice President of M&A Finance for Platinum Equity, a global private equity firm specializing in mid-market leveraged buy-outs and turnarounds. Prior to Platinum Equity, Mr. Hymel was a Senior Manager in the Transaction Services Practice of KPMG LLP in their Chicago and Paris offices assisting American and European clients execute foreign investments. Mr. Hymel received a B.S. in Accounting from the University of New Orleans in 1995.  Mr. Hymel was nominated by and serves at the pleasure of Greenwich Investment Company LLC, which is solely owned and controlled by L. M. Levie.
 
The new Directors will receive compensation with the same terms and conditions of the prior Board.  An annual retainer of $22,500 is paid in twelve equal monthly installments.  A meeting attendance fee of $500 is paid to each Director attending a Board meeting. Committee chairman receive a $1,500 annual retainer paid in twelve monthly installments.
 
The Control Group has requested the new Board of Directors to evaluate the functioning and cost-effectiveness of the Audit and Compensation committees in view of the size and finances of the Company.  There can be no assurance these committees will be continued, consist of independent directors or continue to operate and meet as they have prior to the date hereof.


ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit No.
 
Description
     
99.1
 
Resignation letter of Mr. Parker, dated June 13, 2008
99.2
 
Resignation letter of Mr. Vogelsang, dated June 13, 2008
99.3
 
Resignation letter of Mr. Groshoff, dated June 13, 2008
 
 
5

 

  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.


  FANSTEEL INC.
  (Registrant)
       
       
Date: June 18, 2008
By: /s/ R. Michael McEntee
  Name:  R. Michael McEntee
  Title:  Vice President and Chief Financial Officer

 
6

 

EXHIBIT INDEX

Exhibit No.
 
Description
     
 
Resignation letter of Mr. Parker, dated June 13, 2008
 
Resignation letter of Mr. Vogelsang, dated June 13, 2008
 
Resignation letter of Mr. Groshoff, dated June 13, 2008

 
7

EX-99.1 2 ex99_1.htm EXHIBIT 99.1 ex99_1.htm

EXHIBIT 99.1

Fansteel, Inc.
570 Lake Cook Road
Suite 200
Deerfield, Illinois 60015
Attn: Shareholders

 
Re:
Voluntary Resignation as Member of the Board of Directors of Fansteel, Inc.

Dear Shareholders and Members of the Board of Directors of Fansteel, Inc.:
 
Due to recent changes in the equity ownership of Fansteel, Inc., it is expected that a newly formed controlling group of the company will file a Schedule 13D/A pursuant to the Securities Exchange Act of 1934.  The purpose of the Schedule 13D/A is to advise the shareholders of the Company that three (3) individuals and/or entities, through recent purchase or exchange of issued securities of Fansteel, Inc., now own more than sixty percent (60%) of the equity of the Company.  The ownership of this portion of Fansteel, Inc. stock has been further formalized by a Cooperation Agreement between these individuals and entities: Greenwich Investment Company LLC, Brian F. Cassady, and Curtis J. Zamec, II (the “Control Group”).

Consistent with the aforementioned Cooperation Agreement and anticipated Schedule 13D/A filing, the Control Group further desires to appoint three (3) new members to the Board of Directors.  Recognizing this change in control of Fansteel, Inc., and anticipating the appointment of these new members to the Board of Directors, the undersigned hereby voluntarily resigns as a member of the Board of Directors of Fansteel, Inc., effective as of the time of the filing of the Control Group’s Schedule 13D/A.  The undersigned thanks the other members of the Board of Directors and the shareholders of the Company for the opportunity to serve in said capacity.

 
 
Very truly yours,
   
   
 
/s/ J R Parker
 
John R. Parker
 
Chairman of the Board of Directors of Fansteel, Inc.
 
 

EX-99.2 3 ex99_2.htm EXHIBIT 99.2 ex99_2.htm

EXHIBIT 99.2


Fansteel, Inc.
570 Lake Cook Road
Suite 200
Deerfield, Illinois 60015
Attn: Shareholders

 
Re:
Voluntary Resignation as Member of the Board of Directors of Fansteel, Inc.

Dear Shareholders and Members of the Board of Directors of Fansteel, Inc.:
 
Due to recent changes in the equity ownership of Fansteel, Inc., it is expected that a newly formed controlling group of the company will file a Schedule 13D/A pursuant to the Securities Exchange Act of 1934.  The purpose of the Schedule 13D/A is to advise the shareholders of the Company that three (3) individuals and/or entities, through recent purchase or exchange of issued securities of Fansteel, Inc., now own more than sixty percent (60%) of the equity of the Company.  The ownership of this portion of Fansteel, Inc. stock has been further formalized by a Cooperation Agreement between these individuals and entities: Greenwich Investment Company LLC, Brian F. Cassady, and Curtis J. Zamec, II (the “Control Group”).

Consistent with the aforementioned Cooperation Agreement and anticipated Schedule 13D/A filing, the Control Group further desires to appoint three (3) new members to the Board of Directors.  Recognizing this change in control of Fansteel, Inc., and anticipating the appointment of these new members to the Board of Directors, the undersigned hereby voluntarily resigns as a member of the Board of Directors of Fansteel, Inc., effective as of the time of the filing of the Control Group’s Schedule 13D/A.  The undersigned thanks the other members of the Board of Directors and the shareholders of the Company for the opportunity to serve in said capacity.

 
 
Very truly yours,
   
   
 
/s/ Jeffrey G. Vogelsang
 
Jeffrey G. Vogelsang
 
Member of the Board of Directors of Fansteel, Inc.
 
 

EX-99.3 4 ex99_3.htm EXHIBIT 99.3 ex99_3.htm

EXHIBIT 99.3

 

Fansteel, Inc.
570 Lake Cook Road
Suite 200
Deerfield, Illinois 60015
Attn: Shareholders

 
Re:
Voluntary Resignation as Member of the Board of Directors of Fansteel, Inc.

Dear Shareholders and Members of the Board of Directors of Fansteel, Inc.:
 
Due to recent changes in the equity ownership of Fansteel, Inc., it is expected that a newly formed controlling group of the company will file a Schedule 13D/A pursuant to the Securities Exchange Act of 1934.  The purpose of the Schedule 13D/A is to advise the shareholders of the Company that three (3) individuals and/or entities, through recent purchase or exchange of issued securities of Fansteel, Inc., now own more than sixty percent (60%) of the equity of the Company.  The ownership of this portion of Fansteel, Inc. stock has been further formalized by a Cooperation Agreement between these individuals and entities: Greenwich Investment Company LLC, Brian F. Cassady, and Curtis J. Zamec, II (the “Control Group”).

Consistent with the aforementioned Cooperation Agreement and anticipated Schedule 13D/A filing, the Control Group further desires to appoint three (3) new members to the Board of Directors.  Recognizing this change in control of Fansteel, Inc., and anticipating the appointment of these new members to the Board of Directors, the undersigned hereby voluntarily resigns as a member of the Board of Directors of Fansteel, Inc., effective no later than 11:59 p.m. on June 15, 2008, or at the time of the filing of the Control Group’s Schedule 13D/A, whichever is earlier.  The undersigned thanks the other members of the Board of Directors, the shareholders and other stakeholders of the Company, and particularly the management of the Company for the opportunity to serve in said capacity.

 
 
Very truly yours,
   
   
 
/s/ David A. Groshoff
 
David A. Groshoff
 
Member of the Board of Directors of Fansteel, Inc.
 
 

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