8-K

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): October 14, 2003

(Commission File Number) 333-49957

EaglePicher Holdings, Inc.

(Exact name of Registrant as specified in its charter)

Delaware
(State of incorporation) 13-3989553
(I.R.S. Employer
Identification Number)

11201 North Tatum Blvd., Suite 110
Phoenix, Arizona 85028
(Address of Registrant’s principal executive office)

(602) 652-9600
(Registrant’s telephone number)

	Jurisdiction			IRS Employer
	Incorporation or	Commission		Identification
Name	Organization	File Number		Number
EaglePicher Incorporated	Ohio		333-49957		31-0268670
Daisy Parts, Inc.	Michigan		333-49957-02		38-1406772
EaglePicher Development Co., Inc.	Delaware		333-49957-03		31-1215706
EaglePicher Far East, Inc.	Delaware		333-49957-04		31-1235685
EaglePicher Filtration & Minerals, Inc.	Nevada		333-49957-06		31-1188662
EaglePicher Technologies, LLC	Delaware		333-49957-09		31-1587660
Hillsdale Tool & Manufacturing Co.	Michigan		333-49957-07		38-0946293
EPMR Corporation (f/k/a Michigan Automotive Research Corp.)	Michigan		333-49957-08		38-2185909

TABLE OF CONTENTS

	ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
	ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
SIGNATURES
Exhibit Index
EX-99.1

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(a)	Not applicable.
(b)	Not applicable.
(c)	Exhibits.
	99.1        Press Release, dated October 14, 2003

ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

     EaglePicher Holdings, Inc. issued a press release on October 14, 2003, reporting financial results for the third quarter of fiscal year 2003. A copy of this press release is attached as Exhibit 99.1 to this report.

     The information being furnished under Item 12 of this report shall not be considered “filed” for purposes of the Securities and Exchange Act of 1934, as amended, (the “Exchange Act”), or otherwise subject to the liabilities thereof, nor shall it be deemed to be incorporated by reference in any filing under the Exchange Act or under the Securities Act of 1933, as amended, except to the extent specifically provided in any such filing.

2

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.

     Date: October 13, 2003

EAGLEPICHER HOLDINGS, INC.
By:	Thomas R. Pilholski
	Name:	Thomas R. Pilholski
	Title:	Senior Vice President and Chief Financial Officer

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 hereunto duly authorized.

     Date: October 13, 2003

EAGLEPICHER INCORPORATED
By:	Thomas R. Pilholski
	Name:	Thomas R. Pilholski
	Title:	Senior Vice President and Chief
		Financial Officer

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.

     Date: October 13, 2003

DAISY PARTS, INC.
By:	Thomas R. Pilholski
	Name:	Thomas R. Pilholski
	Title:	Vice President

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.

     Date: October 13, 2003

EAGLEPICHER DEVELOPMENT CO., INC.
By:	Thomas R. Pilholski
	Name:	Thomas R. Pilholski
	Title:	Vice President

6

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.

     Date: October 13, 2003

EAGLEPICHER FAR EAST, INC.
By:	Thomas R. Pilholski
	Name:	Thomas R. Pilholski
	Title:	Vice President

7

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.

     Date: October 13, 2003

EAGLEPICHER FILTRATION & MINERALS, INC.
By:	Thomas R. Pilholski
	Name:	Thomas R. Pilholski
	Title:	Vice President

8

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.

     Date: October 13, 2003

EAGLEPICHER TECHNOLOGIES, LLC
By:	Bradley J. Waters
	Name:	Bradley J. Waters
	Title:	Vice President and Chief Financial Officer

9

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.

     Date: October 13, 2003

HILLSDALE TOOL & MANUFACTURING CO.
By:	Thomas R. Pilholski
	Name:	Thomas R. Pilholski
	Title:	Vice President

10

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.

     Date: October 13, 2003

EPMR CORPORATION
By:	Thomas R. Pilholski
	Name:	Thomas R. Pilholski
	Title:	Vice President

11

Exhibit Index

Exhibit No.	Description
99.1	Press Release, dated October 14, 2003

12 EX-99.1 3 p68332exv99w1.htm EX-99.1

EXHIBIT 99.1

EaglePicher Incorporated

Contact:
Tom Pilholski (602) 652-9600

EAGLEPICHER HOLDINGS, INC. ANNOUNCES

THIRD QUARTER 2003 FINANCIAL RESULTS

     PHOENIX, Arizona, October 14, 2003 – EaglePicher Holdings, Inc. announces its third quarter 2003 financial results and the filing of its Quarterly Report on Form 10-Q with the Securities and Exchange Commission (SEC). Included in this press release is a summary discussion of Sales, Earnings and Cash Flows. We have also included a copy of our income statement. To obtain a more detailed discussion of our financial condition and results of operations, see the Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Form 10-Q, filed with the SEC on October 14, 2003. You can obtain a copy of our Form 10-Q by visiting the SEC website at www.sec.gov or visiting our web site at http://www.eaglepicher.com/EaglePicherInternet/AboutEaglePicher/InvestorRelations.htm.

     Sales

     Our Net Sales decreased $1.5 million, or 0.9%, from $167.4 million in the third quarter of 2002 to $165.8 million in the third quarter of 2003, and increased $5.2 million, or 1.0%, from $499.7 million in the first nine months of 2002 to $504.9 million in the first nine months of 2003. Excluding sales from our Precision Products business within our Technologies Segment, which we divested in July 2002, our net sales decreased $0.7 million, or 0.4%, in the third quarter of 2003, and increased $8.6 million, or 1.7%, in the first nine months of 2003.

     In the third quarter of 2003, the decrease was due to sales decreases of 9.3% in our Automotive Segment’s Hillsdale business and 8.9% in our Filtration and Minerals Segment,

partially offset by strong increases of 37.0% in our Technologies Segment’s Power Group and 8.3% in our Automotive Segment’s Wolverine business.

     In the first nine months of 2003, the increase was due to strong increases of 37.9% in our Technologies Segment’s Power Group and 14.2% in our Automotive Segment’s Wolverine business, partially offset by decreases of 6.8% in our Automotive Segment’s Hillsdale business and 5.3% in our Filtration and Minerals Segment.

     Hillsdale’s sales decrease was due to the loss of three programs that are phasing out in 2003 and the approximate 4% decline in North American light vehicle production levels during the third quarter and first nine months of 2003 compared to 2002. The substantial increase in our Power Group sales is primarily due to new defense contracts, improved pricing and increased defense spending.

     Earnings

     Our Income (Loss) from Continuing Operations Before Taxes increased $1.9 million from $1.0 million in the third quarter of 2002 to $2.9 million in the third quarter of 2003. In the first nine months of 2003, the Income (Loss) from Continuing Operations Before Taxes improved $38.8 million from a loss of $26.4 million in 2002 to income of $12.4 million in 2003. These changes were primarily the result of the following favorable/ (unfavorable) unusual items (in thousands of dollars):

				First
	Third			Nine
	Quarter			Months
	of 2003			of 2003
a. Lower officer severance and Supplemental Executive Retirement Plan expense in 2003	$	1,624		$	3,579
b. Loss from divestitures		161			6,131
c. Restructuring		—			2,998
d. Legal and environmental matters		(2,100	)		4,150
e. Insurance related gains in 2003 and losses in 2002		2,774			11,610
f. Write-off of deferred financing costs in 2003		(6,327	)		(6,327	)
g. Goodwill amortization expense (no longer amortized in 2003)		3,846			11,538

     Cash Flows and the Third Quarter Capital Structure Refinancing

     We refinanced our capital structure during the third quarter of 2003 by completing a new credit agreement consisting of a $150 million Term Loan, due in August 2009, and a $125 million Revolving Credit Facility, due in August 2008, subject to certain early termination

clauses. In addition, we issued $250 million of 9-3/4% Senior Unsecured Notes, due 2013, at 99.2% to yield 9-7/8%.

     These replaced our former credit agreement, which would have matured in February 2004, and 95% of our Senior Subordinated Notes, due 2008, which were redeemed at par through a tender offer. This provided us with increased liquidity and a longer term capital structure. During the third quarter, the increased liquidity was used to reduce the obligations of our accounts receivable asset-backed securitization and fund increases in working capital.

     Full Year 2003 Outlook

     Projected sales for 2003 are estimated to be in the range of $665.0 million to $675.0 million compared to $668.1 million in 2002, which is restated to exclude our Hillsdale U.K. Automotive operation and certain operations of our Germanium-based business in our Technologies Segment, which have been divested and accounted for as discontinued operations during 2003. The sales estimate for 2003 reflects the current and continued decrease in Hillsdale revenues primarily related to program phase-outs, and reduced automotive builds in 2003 compared to 2002, partially offset by growth in our Power Group, primarily related to new contracts, improved pricing, and increased defense spending.

     We are projecting 2003 Operating Income to be in the range of $59.0 million to $61.0 million, which includes insurance gains of $8.5 million and expenses for environmental and legal matters of $2.1 million in the first nine months of 2003. This amount also includes $45.0 million of depreciation and amortization.

     The decreases in sales and operating income from our second quarter of 2003 outlook (excluding the income from insurance gains and incremental expenses associated with environmental and legal matters provided for in the third quarter of 2003) was primarily due to the sale of certain assets in our Germanium-based business in July 2003. The outlook has been restated to exclude the results of this divested business. Excluding this divestiture, the insurance gains, and the environmental and legal matter costs, our earnings outlook is consistent with our prior outlook.

     On the basis of these projections, we believe we will be in compliance with all covenants under our various credit facilities during 2003.

     We are currently evaluating our assumptions regarding discount rates and rates of investment return to be used to determine the funded status of our pension plans as of November

30, 2003 and the related pension expense for 2004. Based on the significant decline in interest rates since November 2002, our discount rate, used to calculate the present value of pension liabilities, will decrease from 6.95% at November 30, 2002 to a currently estimated range of 6.00% to 6.25% as of November 30, 2003. This decrease in discount rates will increase our pension benefit obligation amounts as of November 30, 2003 and may result in the plan being underfunded, as opposed to our overfunded position as of November 30, 2002.

     If the plan is determined to be underfunded by any amount, we will be required to write-off approximately 95% of our intangible prepaid pension asset of $55.6 million as of August 31, 2003 by a non-cash charge to other comprehensive income (“OCI”), resulting in an increased deficit in our stockholders’ equity. There is also a potential that we may need to record a non-cash charge to OCI to establish a pension liability for the underfunded amount. In addition, at the recommendation of our actuary, we are considering whether to adopt a more recently issued actuarial mortality table, which would also have the impact of increasing our unfunded liability by approximately $13.0 million.

     The write-off to OCI of the prepaid pension asset, the accrual for the unfunded liability, and the accrual for the potential additional liability relating to the new mortality table are all non-cash items that are required under United States generally accepted accounting principles (“GAAP”). The accounting treatment under GAAP is different from the funding requirements mandated by the Employee Retirement Income Security Act of 1974 (“ERISA”). Accordingly, we do not expect these non-cash charges to OCI to impact the need for potential cash contributions to our pension plans for the next several years. Under the pension funding assumptions currently being evaluated, we do not anticipate a requirement for any cash contributions during the next several years. However, at our discretion, we may make voluntary contributions from time to time, based on our cash position and overall financial status, and the potential to further strengthen the funded status of the plans over the long term.

     Granaria Holdings B.V., our controlling common shareholder, has informed us that they, or entities controlled by them, may purchase the 9-3/8% Senior Subordinated Notes, due 2008 (“Subordinated Notes”), issued by our subsidiary, EaglePicher Incorporated, or may trade in shares of our Series B 11-3/4% Cumulative Redeemable Exchangeable Preferred Stock from time to time. In addition, EPI may purchase Subordinated Notes from time to time.

EaglePicher Incorporated, founded in 1843 and headquartered in Phoenix, Arizona, is a diversified manufacturer and marketer of innovative, advanced technology and industrial products and services for space, defense, environmental, automotive, medical, filtration, pharmaceutical, nuclear power, semiconductor and commercial applications worldwide. The company has 4,000 employees and operates more than 30 plants in the United States, Canada, Mexico, the U.K. and Germany. Additional information on the company is available on the Internet at www.eaglepicher.com.

This news release contains statements that, to the extent that they are not recitations of historical fact, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, section 21E of the Securities Exchange Act of 1934. Such forward-looking information involves risks and uncertainties that could cause actual results to differ materially from those expressed in any such forward-looking statements. These risks and uncertainties include, but are not limited to, our ability to maintain existing relationships with customers, demand for our products, our ability to successfully implement productivity improvements and/or cost reduction initiatives; and our ability to develop, market and sell new products, our ability to obtain raw materials, increased government regulation or changing regulatory policies resulting in higher costs and/or restricting output, increased price competition, currency fluctuations, general economic conditions, acquisitions and divestitures, technological developments and changes in the competitive environment in which we operate, as well as factors discussed in our filings with the U.S. Securities and Exchange Commission.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
Three and Nine Months Ended August 31, 2002 and 2003
(unaudited) (in thousands of dollars, except per share amounts)

			Three Months Ended August 31,						Nine Months Ended August 31,
			2002			2003			2002			2003
Net Sales			$	167,352		$	165,844		$	499,742		$	504,930
Operating Costs and Expenses:
	Cost of products sold (exclusive of depreciation)			130,101			127,001			390,330			387,605
	Selling and administrative			14,246			15,615			50,424			45,836
	Depreciation and amortization			11,830			12,768			34,321			34,798
	Goodwill amortization			3,846			—			11,538			—
	Restructuring			—			—			2,998			—
	Insurance related losses (gains)			—			(2,774	)		3,100			(8,510	)
	Loss from divestitures			161			—			6,131			—
				160,184			152,610			498,842			459,729
Operating Income				7,168			13,234			900			45,201
	Interest expense			(8,610	)		(9,249	)		(28,596	)		(25,941	)
	Other income (expense), net			413			(600	)		1,331			(527	)
	Write-off of deferred financing costs			—			(6,327	)		—			(6,327	)
Income (Loss) from Continuing Operations Before
	Taxes			(1,029	)		(2,942	)		(26,365	)		12,406
	Income taxes			(750	)		(804	)		(1,955	)		(2,850	)
Income (Loss) from Continuing Operations				(1,779	)		(3,746	)		(28,320	)		9,556
Discontinued Operations:
	Loss from operations of discontinued businesses, net of zero (benefit) provision for income taxes			(1,792	)		(213	)		(3,426	)		(1,683	)
	Loss on disposal of discontinued business, net of $600 benefit and zero benefit for income taxes			—			(267	)		—			(3,245	)
Net Income (Loss)				(3,571	)		(4,226	)		(31,746	)		4,628
		Preferred stock dividends accreted or accrued		(3,718	)		(4,168	)		(10,949	)		(12,274	)
Loss Applicable to Common Shareholders			$	(7,289	)	$	(8,394	)	$	(42,695	)	$	(7,646	)
Basic and Diluted Net Loss per Share Applicable to Common Shareholders:
	Loss from Continuing Operations		$	(5.71	)	$	(7.91	)	$	(40.67	)	$	(2.83	)
	Loss from Discontinued Operations			(1.86	)		(0.48	)		(3.55	)		(5.12	)
	Net Loss		$	(7.57	)	$	(8.39	)	$	(44.22	)	$	(7.95	)

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EX-99.1

exv99w1