8-K 1 p69959e8vk.htm 8-K e8vk
Table of Contents

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): December 2, 2004

(Commission File Number) 333-49957-01

EaglePicher Holdings, Inc.

(Exact name of Registrant as specified in its charter)
     
Delaware   13-3989553
(State of incorporation)   (I.R.S. Employer
  Identification Number)

3402 East University Drive
Phoenix, Arizona 85034

(Address of Registrant’s principal executive office)

(602) 794-9600
(Registrant’s telephone number)

TABLE OF ADDITIONAL REGISTRANTS

         
    STATE OR OTHER    
    JURISDICTION OF   I.R.S. EMPLOYER
    INCORPORATION OR   IDENTIFICATION
NAME OF REGISTRANT
  ORGANIZATION
  NUMBER
EaglePicher Incorporated
  Ohio   31-0268670
Carpenter Enterprises, Inc.
  Michigan   38-2752092
Daisy Parts, Inc.
  Michigan   38-1406772
Eagle-Picher Far East, Inc.
  Delaware   31-1235685
EaglePicher Filtration & Minerals, Inc.
  Nevada   31-1188662
EaglePicher Technologies, LLC
  Delaware   31-1587660
EaglePicher Automotive, Inc.
  Michigan   38-0946293
EaglePicher Pharmaceutical Services, LLC
  Delaware   74-3071334

1


TABLE OF CONTENTS

ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
SIGNATURES
EX-2.01(a)


Table of Contents

ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

     EaglePicher Holdings, Inc. completed the acquisition of a 51.1% interest in Kokam Engineering Co., Ltd., a Korean battery and battery equipment manufacturer on December 2, 2004. During the second quarter of 2004, we signed a share purchase agreement to buy 51% of the equity securities of Kokam Engineering Ltd. (“Kokam”) from its majority shareholder. Kokam is a lithium-ion battery manufacturer based in Seoul, South Korea. Under the provisions of this agreement, we paid $1.0 million in July 2004 as a good-faith non-refundable fee toward the total purchase price of approximately $6.2 million for the shares and paid the remainder on December 2, 2004. In addition, the purchase price provides for an earn-out arrangement where the seller will receive ten times 1% of EBITDA (as defined in the share purchase agreement attached hereto as Exhibit 2.01(a)) for the first five years after closing with a maximum amount payable of approximately $14.8 million. Finally, we purchased or entered into contracts to purchase an additional 15.98% of Kokam for approximately $5.5 million during the third and fourth quarters bringing our total ownership percentage to 67.08%.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a)   To be filed by amendment
 
(b)   To be filed by amendment
 
(c)   Exhibits

2.01(a) First Amended and Restated Share Purchase Agreement dated July 7, 2004

2


Table of Contents

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: December 8, 2004

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

3


Table of Contents

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: December 8, 2004

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

4


Table of Contents

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: December 8, 2004

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

5


Table of Contents

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: December 8, 2004

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

6


Table of Contents

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: December 8, 2004

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

7


Table of Contents

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: December 8, 2004

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

8


Table of Contents

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: December 8, 2004

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

9


Table of Contents

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: December 8, 2004

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

10


Table of Contents

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: December 8, 2004

         
    EAGLEPICHER PHARMACEUTICAL
SERVICES, INC.
 
       
  By:   Thomas R. Pilholski
     
      Name: Thomas R. Pilholski
      Title: Vice President

11