-----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, L1I/YiffN63eZuFgj6jhBdrwvo8tKdJ/aFjAfk1pCLammu2LETK4vekApuHwnTnG bBKa5LXYelWqOJFjNul7Kw== 0000898430-97-004308.txt : 19971016 0000898430-97-004308.hdr.sgml : 19971016 ACCESSION NUMBER: 0000898430-97-004308 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971010 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971015 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN PACIFIC CORP CENTRAL INDEX KEY: 0000350832 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 596490478 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-21046 FILM NUMBER: 97695599 BUSINESS ADDRESS: STREET 1: 3770 HOWARD HUGHES PKWY STE 300 CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 7027352200 MAIL ADDRESS: STREET 1: 3770 HOWARD HUGHES PKWY STE 300 STREET 2: 3770 HOWARD HUGHES PKWY STE 300 CITY: LAS VEGAS STATE: NV ZIP: 89109 8-K 1 CURRENT REPORT DATED 10/10/97 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 10, 1997 ---------------- COMMISSION FILE NO. 1-8137 ------ AMERICAN PACIFIC CORPORATION ----------------------------------- (Exact name of Registration as specified in charter) Delaware 59-649047 --------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 3770 Howard Hughes Parkway #300 Las Vegas, Nevada 89109 ---------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (702) 735-2200 -------------- ITEM 5. OTHER EVENTS ------------ On October 10, 1997, American Pacific Corporation (the "Company") entered into an Asset Purchase Agreement (the "Agreement") with Kerr-McGee Chemical Corporation ("Kerr-McGee"). The Agreement contemplates that the Company will acquire certain process data, technical information, customer lists, marketing contacts, and related expertise used by Kerr-McGee primarily in the ammonium perchlorate ("AP") industry. The Agreement calls for a purchase price of $39 million, and grants the Company the option to purchase limited AP inventory of Kerr-McGee for additional consideration. Closing of the transaction is subject to a number of conditions, including the Company's securing of financing for 100 percent of the purchase price, and to both parties filing premerger notifications with the Federal Trade Commission and the Department of Justice under the Hart-Scott Rodino Antitrust Improvements Act of 1976, with no adverse action following such notifications. The Company also reported that it is cooperating with the pending investigation of State and local agencies regarding trace amounts of perchlorates in Lake Mead, which is located in the County in which Kerr-McGee operations are conducted and in which the Company's AP operations were conducted prior to May 1988. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS --------------------------------- (c) Exhibits. Press release dated October 10, 1997 SIGNATURES ---------- Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. AMERICAN PACIFIC CORPORATION (Registrant) Date: October 14, 1997 By: /s/ David N. Keys -------------------------------------- David N. Keys Senior Vice President Chief Financial Officer and Treasurer EX-99.(C) 2 PRESS RELEASE DTD 10/10/97 EXHIBIT C EXHIBIT to FORM 8-K -------------------- LETTERHEAD OF AMERICAN PACIFIC CORPORATION NEWS RELEASE Contact: David N. Keys - (702) 735-2200 AMERICAN PACIFIC CORPORATION ANNOUNCES ASSET PURCHASE AGREEMENT LAS VEGAS, NEVADA, October 10, 1997: American Pacific Corporation ("the Company") announced today that it has entered into an Asset Purchase Agreement (the "Agreement") with Kerr-McGee Chemical Corporation ("Kerr-McGee"). The Agreement contemplates that the Company will acquire certain process data, technical information, customer lists, marketing contacts, and related expertise used by Kerr-McGee primarily in the ammonium perchlorate ("AP") industry. The Agreement calls for a purchase price of $39 million, and grants the Company the option to purchase limited AP inventory of Kerr-McGee for additional consideration. John R. Gibson, President and Chief Executive Officer of the Company, noted that "this Agreement represents a positive response to the severe over-capacity that exists in the AP industry. American Pacific and Kerr-McGee have combined capacity that is substantially in excess of available demand, and have been operating for several years at a low average plant utilization rate. As a result, both operations have been relatively inefficient. This Agreement is one of the many down-sizing measures that have occurred as defense expenditures have been curtailed. The management of American Pacific is optimistic that the closing of this Agreement will lead to improved efficiencies, and will facilitate the continued provision of high quality products and services to the solid rocket motor industry, and to the space and defense customers of that industry." Closing of the transaction is subject to a number of conditions, including the Company's securing of financing for 100 percent of the purchase price, and to both parties filing premerger notifications with the Federal Trade Commission and the Department of Justice under the Hart-Scott Rodino Antitrust Improvements Act of 1976, with no adverse action following such notifications. There can be no assurance that the conditions to closing of the transaction will be satisfied, or that the transaction will close. The management of the Company will, however, make all reasonable efforts to meet all conditions, and to conclude successfully this important transaction. In its contemporaneous news release concerning the Asset Purchase Agreement, Kerr-McGee commented on the continuing investigation of trace amounts of perchlorate in Lake Mead. Clark County, Nevada, where Lake Mead is situated, is the location of Kerr-McGee's AP operations, and was the location of the Company's AP operations until May 1988. The Company is cooperating with State and local agencies, and with Kerr-McGee and other interested firms, in the investigation and evaluation of the source or sources of these trace amounts, possible environmental impacts, and potential remediation methods. Until these - more - 3770 HOWARD HUGHES PARKWAY SUITE 300 LAS VEGAS, NV 89109 PHONE (702) 735-2200 FAX (702) 735-4876 -2- investigations and evaluations have reached appropriate conclusions, it will not be possible for the Company to determine the extent to which, if at all, the Company may be called upon to contribute to or assist with future remediation efforts, or the financial impacts, if any, of such contributions or assistance. FORWARD LOOKING STATEMENTS Except for the historical information contained herein, this News Release may contain Forward Looking Statements that are subject to risks and uncertainties, including potential declining demand and/or downward pricing pressures for the Company's products, governmental budget constraints and/or decreases affecting the U.S. Department of Defense or NASA which would cause a continued decrease in demand for AP, technological advances or new competitive products causing a reduction or elimination of demand for the Company's products, as well as the other risks detailed from time to time in the Company's most recent Form 10-K and 10-Q SEC Reports. American Pacific Corporation is a specialty chemical company that produces products used primarily in space flight and defense systems, automotive airbag safety systems, and fire extinguishment systems. The Company also designs and manufactures environmental protection products and is involved in real estate development. - O - LOGO OF AMERICAN PACIFIC CORPORATION -----END PRIVACY-ENHANCED MESSAGE-----