0000950123-01-506866.txt : 20011009
0000950123-01-506866.hdr.sgml : 20011009
ACCESSION NUMBER: 0000950123-01-506866
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20011001
ITEM INFORMATION: Other events
ITEM INFORMATION: Financial statements and exhibits
FILED AS OF DATE: 20011001
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: NCH CORP
CENTRAL INDEX KEY: 0000069960
STANDARD INDUSTRIAL CLASSIFICATION: SPECIALTY CLEANING, POLISHING AND SANITATION PREPARATIONS [2842]
IRS NUMBER: 750457200
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0430
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-05838
FILM NUMBER: 1750074
BUSINESS ADDRESS:
STREET 1: 2727 CHEMSEARCH BLVD
STREET 2: P O BOX 152170
CITY: IRVING
STATE: TX
ZIP: 75015
BUSINESS PHONE: 2144380211
FORMER COMPANY:
FORMER CONFORMED NAME: NATIONAL CHEMSEARCH CORP
DATE OF NAME CHANGE: 19781009
8-K
1
y53566e8-k.txt
NCH CORPORATION
1
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
October 1, 2001
Date of Report (Date of earliest event reported)
NCH CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-5838 75-0457200
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
Chemsearch Boulevard
Irving, Texas 75062
(Address of principal executive offices) (Zip code)
(972) 438-0211
(Registrant's telephone number, including area code)
2
Items 1, 2, 3, 4, 6, 8 and 9
Not applicable.
Item 5. OTHER EVENTS.
(a) On October 1, 2001, the Board of Directors of NCH Corporation ("NCH")
announced that it received a buy-out proposal from Irving Levy, NCH's
President and Chairman, and his brother Lester Levy on behalf of
certain members of the Levy family, who currently own a majority of the
shares of NCH's stock. The Board of Directors has appointed a committee
of independent directors to consider the proposal. A copy of the press
release is attached as an exhibit to this report and is incorporated
herein by reference.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired. Not applicable.
(b) Pro forma financial information. Not applicable.
(c) Exhibits
99.1 Press Release dated October 1, 2001
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3
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.
Dated: October 1, 2001 NCH CORPORATION
By: /s/ Tom Hetzer
------------------------------------
Name: Tom Hetzer
Title: Vice President - Finance
(Principal Accounting Officer)
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4
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
99.1 Press Release dated October 1, 2001.
4
EX-99.1
3
y53566ex99-1.txt
PRESS RELEASE
1
Exhibit 99.1
Press Release
NCH CORPORATION ANNOUNCES RECEIPT OF BUY-OUT PROPOSAL
FOR IMMEDIATE RELEASE
Dallas, Texas, October 1, 2001 -- NCH Corporation (NYSE-NCH) announced
today that its Board of Directors has received a buy-out proposal from Irvin
Levy, NCH's President and Chairman, and his brother Lester Levy on behalf of
certain members of the Levy family who currently own approximately 57% of NCH's
stock. Under the proposal, as set forth in a letter to NCH's board of directors,
the Levy family would acquire the shares of NCH common stock not currently owned
by them for $47.50 per share, which represents a 23.1% premium over the closing
price on the New York Stock Exchange on September 27, 2001. In their letter to
the NCH board, the Levy's indicated that members of the family had no interest
in selling their common stock in NCH other than approximately 230,000 shares
that may be sold by family members. The board has appointed a committee of
independent directors to consider the proposal. The proposal is subject to the
execution of definitive merger and financing agreements and any necessary
regulatory approvals. NCH's Board of Directors noted that no assurance could be
given as to whether any transaction will occur or as to the timing or terms of
any transaction.
The Levy family has retained Deutsche Banc Alex Brown Inc. and Debevoise &
Plimpton, as investment bankers and legal counsel, respectively, to advise them
in connection with this matter.
NCH Corporation is a worldwide manufacturer and distributor of
maintenance, repair and supply products, including chemical specialties,
fasteners, welding alloys, and plumbing parts. NCH Corporation has its world
headquarters and domestic administrative center in Irving, Texas and has
manufacturing and other facilities in the US, Canada, Europe, Latin America
and the Far East.
A MERGER OR TENDER OFFER FOR THE OUTSTANDING SHARES OF NCH CORPORATION COMMON
STOCK HAS NOT YET COMMENCED. IF A MERGER OR TENDER OFFER COMMENCES, EACH
SECURITY HOLDER OF NCH CORPORATION SHOULD READ THE PROXY STATEMENT OR TENDER
OFFER STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE MERGER OR TENDER OFFER. ONCE A FILING IS MADE, SECURITY
HOLDERS OF NCH CORPORATION CAN OBTAIN THE PROXY STATEMENT OR TENDER OFFER
STATEMENT AND OTHER DOCUMENTS THAT ARE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION FOR FREE ON THE SECURITIES AND EXCHANGE COMMISSION'S WEB SITE AT
HTTP://WWW.SEC.GOV.
FORWARD-LOOKING STATEMENTS
The statements contained in this press release that are not purely historical
are forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934,
including statements regarding NCH's expectations, hopes, beliefs, intentions or
strategies regarding the future. All forward-looking statements included in this
document are based on information available to NCH on the date hereof, and NCH
assumes no obligation to update any such forward-looking statement. It is
important to note that NCH's actual results could differ materially from those
in such forward-looking statements. Factors that could cause actual results to
differ materially from those projected include, among others, its customer
concentration; seasonality; cyclicality; fluctuation of price of raw materials;
risk of business interruption; dependence on key personnel; control by existing
stockholders; government regulation; shares eligible for future sale; dilution;
and possible volatility of stock price. Prospective purchasers of the Common
Stock should consult the risk factors listed from time to time in NCH's Reports
on Form 10-Q, 8-K, 10-K, and Annual Reports to Stockholders.
Contact: NCH Corporation, Dallas, Joe Cleveland, Telephone: 972-438-0224