-----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, QUeJ38YI08ozRPzcjEI/pMNRd+guhS1nMDPEMXQs4FW8cFuRaoiWxd5BvuVZ9uYo pO+B4fleo27hUCmaXLZTRA== 0000950152-97-003097.txt : 19970424 0000950152-97-003097.hdr.sgml : 19970424 ACCESSION NUMBER: 0000950152-97-003097 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970421 ITEM INFORMATION: Other events FILED AS OF DATE: 19970423 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DAYTON SUPERIOR CORP CENTRAL INDEX KEY: 0000854709 STANDARD INDUSTRIAL CLASSIFICATION: STEEL PIPE & TUBES [3317] IRS NUMBER: 310676346 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11781 FILM NUMBER: 97585428 BUSINESS ADDRESS: STREET 1: 721 RICHARD ST CITY: MIAMISBURG STATE: OH ZIP: 45342 BUSINESS PHONE: 5138660711 MAIL ADDRESS: STREET 1: 721 RICHARD ST CITY: MIAMISBURG STATE: OH ZIP: 45342 8-K 1 DAYTON SUPERIOR COMPANY / 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 Date of Report (Date of earliest event reported): APRIL 21, 1997 DAYTON SUPERIOR CORPORATION (Exact name of registrant as specified in its charter) OHIO 1-11781 31-0676346 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 721 RICHARD STREET, MIAMISBURG, OHIO 45342 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (937) 866-0711 NOT APPLICABLE (Former name or form address, if changed since last report) ================================================================================ 2 Item 5. Other Events. ------------ On April 22, 1997, Dayton Superior Corporation (the "Company") issued the press release attached hereto as Exhibit 20.1 reporting the execution of a letter of intent dated April 21, 1997 with respect to the acquisition by the Company of Symons Corporation. 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. DAYTON SUPERIOR CORPORATION April 22, 1997 By: /s/ John A. Ciccarelli ----------------------- John A. Ciccarelli President and Chief Executive Officer 2 3 EXHIBIT INDEX ------------- Exhibit No. Description - ----------- ----------- (20) OTHER DOCUMENTS OR STATEMENTS TO SECURITY HOLDERS 20.1 Press Release Issued by Dayton Superior Corporation on April 22, 1997 3 EX-20.1 2 EXHIBIT 20.1 1 EXHIBIT 20.1 FOR FURTHER INFORMATION CONTACT: DAYTON SUPERIOR CORPORATION JOHN A. CICCARELLI 721 RICHARD STREET PRESIDENT & CEO MIAMISBURG, OH 45342 PHONE: 937 866-0711, EXT. 400 FAX: 937 866-9448 - -------------------------------------------------------------------------------- DAYTON SUPERIOR CORPORATION SIGNS LETTER OF INTENT TO ACQUIRE SYMONS CORPORATION MIAMISBURG, OHIO - APRIL 22, 1997. Dayton Superior Corporation (NYSE:DSD) today announced that it had signed a letter of intent to acquire Symons Corporation. Symons is a leading North American manufacturer of prefabricated concrete forming equipment. In addition, Symons Corporation also manufactures a broad line of concrete accessories and hardware. John A. Ciccarelli, Dayton's President and CEO commented, "We are pleased to be able to acquire a company of Symons' stature. This joining of our companies will give us a fourth platform, the Forming Business, to complement our established lines of business, Concrete Accessories, Masonry (Dur-O-Wal) and Paving (American Highway Technology). Symons is a quality company and, together with its capable management team, we will continue to strive to provide better value to our combined customer base." "Symons is a leading manufacturer of prefabricated concrete forms -- the reusable, modular molds used to hold liquid concrete in place on most concrete construction jobs. We estimate that this is a $300 to $400 million market that Dayton Superior does not currently serve. However, many of our existing customers use Symons forming systems, and we are excited about being able to offer these customers a broader product line in the future," added Mr. Ciccarelli. "We look forward to working together with Symons' nearly 1,000 employees. Most Symons' employees have decades of experience serving customers in the concrete construction industry and will be major contributors to the success of the combined business moving forward." Mr. Ciccarelli continued to say that: "We currently do not have specific plans for changes at either Dayton Superior or Symons. Over the next several months, a joint task force of Dayton Superior and Symons people will be working together to develop a plan to maximize the business potential for growth in the years ahead." 2 -2- Symons had sales of $104.5 million for its fiscal year ended August 31, 1996, and thus this acquisition would increase Dayton Superior's revenue base by roughly 80%. Mr. Ciccarelli noted that the acquisition - for a total cash consideration of approximately $79 million - would be modestly accretive to earnings per share in 1997 and should enable the combined company to record higher sales and earnings growth over time than was likely for either company as a stand alone unit. The transaction has been approved by Dayton Superior's Board of Directors, but is subject to negotiation of a definitive acquisition agreement, expiration of the applicable waiting period under federal antitrust laws and the obtaining of satisfactory financing. Dayton Superior is the largest North American manufacturer and distributor of metal accessories used in concrete and masonry construction. The company's products are used primarily in two segments of the construction industry: non-residential buildings and infrastructure construction projects. # # # -----END PRIVACY-ENHANCED MESSAGE-----