-----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, FY4WA0qXgSdOrnMJAN+zXgkse+7i5VT8N1MUO/r9oNErb7Iu2hGiW+6RL7GQsCPx DcVenwRT4HJznsRk5h13gw== 0000906275-99-000018.txt : 19991018 0000906275-99-000018.hdr.sgml : 19991018 ACCESSION NUMBER: 0000906275-99-000018 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991001 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991005 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHATWINS GROUP INC CENTRAL INDEX KEY: 0000906275 STANDARD INDUSTRIAL CLASSIFICATION: PREFABRICATED METAL BUILDINGS & COMPONENTS [3448] IRS NUMBER: 742156829 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 033-63274 FILM NUMBER: 99723204 BUSINESS ADDRESS: STREET 1: 300 WEYMAN PLAZA STREET 2: STE 340 CITY: PITTSBURGH STATE: PA ZIP: 15236 BUSINESS PHONE: 4128855501 MAIL ADDRESS: STREET 1: 300 WEYMAN PLAZA STREET 2: SUITE 340 CITY: PITTSBURGH STATE: PA ZIP: 15236 8-K 1 FORM 8-K 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 October 1, 1999 - ------------------------------------------------------------------------------ Date of Report (Date of earliest event reported) CHATWINS GROUP, INC. - ------------------------------------------------------------------------------ (Exact name of Registrant as Specified in its Charter) Delaware 33-63274 74-2156829 - ------------------------------------------------------------------------------ (State or other (Commission File No.) (IRS Employer jurisdiction Identification No.) of incorporation) 300 Weyman Plaza, Suite 340, Pittsburgh, Pennsylvania 15236 - ------------------------------------------------------------------------------ (Address of Principal Executive Offices) (Zip Code) 412-885-5501 - ------------------------------------------------------------------------------ (Registrant's telephone number, including area code) Not Applicable - ------------------------------------------------------------------------------ (Former Name or Former Address, if Changed Since Last Report) (Zip Code) 2 ITEM 2. Disposition of Assets --------------------- Chatwins Group, Inc. (Registrant) hereby reports that, on September 30, 1999, it completed the sale of substantially all of the domestic business and assets of its Klemp grating division to Alabama Metal Industries Corporation (AMICO) for approximately $32.1 million in cash and the assumption by AMICO of certain Klemp operating liabilities. The purchase price is subject to final adjustment pending the preparation of a closing date balance sheet acceptable and agreed to by both the Registrant and AMICO. The Registrant's sale of its domestic Klemp operations to AMICO completes a significant portion of management's plan adopted during the second quarter of 1999 to exit the grating manufacturing business through the disposition of substantially all the business and assets of its Klemp division. The Klemp sale to AMICO does not include the Registrant's investments in its grating manufacturing subsidiaries in Mexico and The People's Republic of China. The Registrant is continuing to explore separate sales of these investments. The Registrant also hereby files as an exhibit to this Current Report on Form 8-K the press release dated October 1, 1999 announcing such sale. ITEM 5. Other Information ----------------- The Registrant and Reunion Industries, Inc. (NASDAQ Small Cap-RUNI; Pacific-RUN) have previously announced their amended merger agreement under which the Registrant will merge with and into Reunion Industries, the surviving corporation. Both the Registrant and Reunion Industries continue to pursue satisfaction of conditions to the merger, including approval of the amended merger agreement by their stockholders and satisfaction of certain financing conditions. The completion of the sale of its domestic operations of its Klemp division satisfies one of the merger conditions. The merger is targeted for completion in the fourth quarter of this year but no earlier than November 4. There can be no assurance as to whether or when all conditions to the merger will be satisfied or when the merger may be completed. This Current report on Form 8-K contains forward-looking statements within the "safe harbor" provision of the Private Securities Litigation Reform Act of 1995 with respect to, among other things, the proposed Reunion-Chatwins merger. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the results contemplated by those forward-looking statements. Those risks and uncertainties include domestic and international economic conditions, the availability of financing on reasonable terms and other factors outside of the control of the Registrant. All forward-looking statements are qualified by these risks and uncertainties. 3 ITEM 7. Exhibits -------- (c) Exhibits 20.6 Press release dated October 1, 1999 announcing the sale of substantially all of the domestic business and assets of the Klemp grating division to Alabama Metal Industries Corporation. 4 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. CHATWINS GROUP, INC. Dated: October 5, 1999 By:/s/John M. Froehlich ---------------------------------- John M. Froehlich Chief Financial Officer 5 EXHIBIT INDEX Exhibit Number Description of Exhibit - -------------- ---------------------- 20.6 Press release dated October 1, 1999 announcing the sale of substantially all of the domestic business and assets of the Klemp grating division to Alabama Metal Industries Corporation. EX-20.6 2 PRESS RELEASE 6 EXHIBIT 20.6 CHATWINS GROUP, INC. PRESS RELEASE CHATWINS GROUP ANNOUNCES SALE OF KLEMP DIVISION FOR INFORMATION CONTACT: FOR IMMEDIATE RELEASE Russell S. Carolus V.P. & Secretary 300 Weyman Plaza, Suite 340 Pittsburgh, PA 15236 412-885-5501 Pittsburgh, Pennsylvania, October 1, 1999 - Chatwins Group, Inc., a privately held corporation, today announced that effective October 1, 1999 it has completed the sale of substantially all of the domestic business and assets of its Klemp grating division to Alabama Metal Industries Corporation (AMICO) for approximately $32.1 million in cash and the assumption by AMICO of certain Klemp operating liabilities. The proceeds of the sale were applied against Chatwins Group's debt under its financing and security agreement with Bank of America which remains in place. Chatwins Group's sale of its domestic Klemp operations to AMICO completes a significant portion of Chatwins management's plan adopted during the second quarter of 1999 to exit the grating manufacturing business through the disposition of substantially all the business and assets of its Klemp division. The Klemp sale to AMICO does not include Chatwins Group's investments in its grating manufacturing subsidiaries in Mexico and The People's Republic of China. Chatwins Group is continuing to explore separate sales of these investments. Chatwins Group and Reunion Industries, Inc. (NASDAQ Small Cap-RUNI; Pacific-RUN) have previously announced their amended merger agreement under which Chatwins Group will merge with and into Reunion Industries, the surviving corporation. Both Chatwins Group and Reunion Industries continue to pursue satisfaction of conditions to the merger, including approval of the amended merger agreement by their stockholders and satisfaction of certain financing conditions. The completion by Chatwins Group of the sale of its domestic operations of its Klemp division satisfies one of the merger conditions. The merger is targeted for completion in the fourth quarter of this year but no earlier than November 4. There can be no assurance as to whether or when all conditions to the merger will be satisfied or when the merger may be completed. Chatwins Group, Inc., through its manufacturing divisions, designs, manufactures and markets a broad range of fabricated and machined industrial products in a variety of industries. Chatwins Group files periodic reports in accordance with the Securities Act of 1934, as amended. Reunion Industries is a Stamford, CT based corporation currently engaged in manufacturing high volume precision plastic products and providing engineered plastic services in New York, North Carolina, Indiana and Ireland. Reunion Industries also has wine grape agricultural operations in Napa County, California. 7 This press release contains forward-looking statements within the "safe harbor" provision of the Private Securities Litigation Reform Act of 1995 with respect to, among other things, the proposed Reunion-Chatwins merger. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the results contemplated by those forward-looking statements. Those risks and uncertainties include domestic and international economic conditions, the availability of financing on reasonable terms and other factors outside of the control of Chatwins Group. All forward-looking statements are qualified by these risks and uncertainties. # # # -----END PRIVACY-ENHANCED MESSAGE-----