-----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, ETHr+K8oTl1bJRTXpwcFYAxTMYTt5/S7ulxUwUgJg+TB1k8eNb+ZVTeXe9WeAVAb tqIZgsxilytCP9M8scmqbw== 0000109446-96-000040.txt : 19961218 0000109446-96-000040.hdr.sgml : 19961218 ACCESSION NUMBER: 0000109446-96-000040 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961216 ITEM INFORMATION: Other events FILED AS OF DATE: 19961217 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZURN INDUSTRIES INC CENTRAL INDEX KEY: 0000109446 STANDARD INDUSTRIAL CLASSIFICATION: COGENERATION SERVICES & SMALL POWER PRODUCERS [4991] IRS NUMBER: 251040754 STATE OF INCORPORATION: PA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05502 FILM NUMBER: 96681830 BUSINESS ADDRESS: STREET 1: ONE ZURN PL STREET 2: P O BOX 2000 CITY: ERIE STATE: PA ZIP: 16514 BUSINESS PHONE: 8144522111 MAIL ADDRESS: STREET 1: ONE ZURN PLACE STREET 2: P O BOX 2000 CITY: ERIE STATE: PA ZIP: 16514 8-K 1 FORM 8-K CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 16, 1996 ZURN INDUSTRIES, INC. IRS Employer State of Commission Identification Incorporation File Number Number Pennsylvania 1-5502 25-1040754 Address and Telephone Number One Zurn Place Erie, Pennsylvania 16505 814-452-2111 -1- ITEM 5 - OTHER EVENTS The Company's news release dated December 16, 1996 announcing the execution of a definitive merger agreement in which an affiliate of Zurn has agreed to acquire all the outstanding shares of common stock of Eljer Industries, Inc. is incorporated herein by reference. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ZURN INDUSTRIES, INC. December 16, 1996 /s/ Dennis Haines Dennis Haines General Counsel and Secretary EXHIBIT INDEX 20 Other Documents or Statements to Security Holders News Release dated December 16, 1996 -2- EX-20 2 EXHIBIT 20 - NEWS RELEASE DATED DECEMBER 16, 1996 EXHIBIT 20 FOR IMMEDIATE RELEASE December 16, 1996 ZURN INDUSTRIES, INC. TO BUY ELJER INDUSTRIES, INC. Dallas, TX... Eljer Industries, Inc. (NYSE:ELJ) and Zurn Industries, Inc. (NYSE:ZRN) announced today the execution of a definitive merger agreement in which an affiliate of Zurn has agreed to acquire all of the outstanding shares of common stock of Eljer for $24.00 per share in cash. Zurn will commence a tender offer for the Eljer shares by Friday, December 20, 1996. The expiration date of the tender offer will be 20 business days following commencement, unless the offer is extended. Eljer, based in Dallas, TX is a leading manufacturer and marketer of high quality building products, including plumbing, heating and ventilation products, for residential and commercial construction, remodeling and repair, and do-it-yourself markets. Eljer's 1995 revenues were $397.4 million. With FY 1996 reported revenues of $421.5 million, Zurn, based in Erie, PA, is an industry leader in manufacturing and marketing of plumbing products (principally to the specification markets) and in providing water resource construction services and fire protection systems. The merger of Zurn and Eljer will create a leader in plumbing products and HVAC markets. Zurn and Eljer believe that the merger offers very attractive product and market synergies for both Zurn and Eljer products. The transaction has received the approval of the Boards of Directors of both companies and is subject to only customary regulatory approvals. The Board of Directors of Eljer recommends that the offer be accepted by the Eljer shareholders. "The acquisition of Eljer fits perfectly with Zurn's strategic focus on plumbing products and the growth of those businesses," said Robert R. Womack, Zurn Chairman and CEO. "Eljer's products and markets are very complementary with those of Zurn and we believe the combined business has significant advantages." Commenting on the merger, Scott G. Arbuckle, Eljer Chairman and CEO, said, "We are pleased to have reached an agreement with Zurn which we feel is in the best interest of our shareholders and also provides the Company with a strong partner and resources for future growth. The management teams of our two organizations fit well and we believe the outlook for the combined organization to be exciting." ...more... -3- Zurn Industries, Inc. Page 2 Zurn has indicated that it will finance this transaction through a combination of internal cash resulting from its recent sale of business units and loans committed by its existing lenders. Deutsche Morgan Grenfell Inc. acted as financial advisor to Zurn and Bear, Stearns & Co., Inc. was financial advisor to Eljer. Deutsche Morgan Grenfell will act as dealer-manager for the tender offer. * * * * * * * Contact: Zurn Industries, Inc. John R. Mellett Chief Financial Officer Erie, PA 814/452-2111 Deutsche Morgan Grenfell Jonathan P. Wendell New York, NY 212/469-8016 Contact: Eljer Industries, Inc. Brooks F. Sherman Chief Financial Officer Dallas, TX 972/407-2603 Bear, Stearns & Co. Inc. Sheldon I. Stein Dallas, TX 214/979-7935 -4- -----END PRIVACY-ENHANCED MESSAGE-----