-----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, P1D3gzfLzWa3GHnjNkR0k1mpuSwXmJ8HN4bT0QhLEqP6BDxm0QqZzW+cdErLkUBB n2JteozXmkkd4yGqNBOoYg== 0000007623-07-000011.txt : 20070912 0000007623-07-000011.hdr.sgml : 20070912 20070912161202 ACCESSION NUMBER: 0000007623-07-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070912 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets FILED AS OF DATE: 20070912 DATE AS OF CHANGE: 20070912 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARTS WAY MANUFACTURING CO INC CENTRAL INDEX KEY: 0000007623 STANDARD INDUSTRIAL CLASSIFICATION: FARM MACHINERY & EQUIPMENT [3523] IRS NUMBER: 420920725 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-05131 FILM NUMBER: 071113415 BUSINESS ADDRESS: STREET 1: P O BOX 288 CITY: ARMSTRONG STATE: IA ZIP: 50514 BUSINESS PHONE: 7128643131 MAIL ADDRESS: STREET 1: P O BOX 288 CITY: ARMSTRONG STATE: IA ZIP: 50514 8-K 1 miller8k.txt 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) September 5, 2007 ART'S-WAY MANUFACTURING CO., INC. (Exact Name of Registrant As Specified In Its Charter) Delaware State or Other Jurisdiction of Incorporation 0-05131 42-0920725 (Commission (IRS Employer File No.) Identification Number) P.O. Box 288 Armstrong, Iowa 50514 (Address of Principal Executive Offices) (Zip Code) (712) 864-3131 (Registrant's Telephone Number Including Area Code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2 below): ___ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ___ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ___ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ___ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CRF 240.13e-4 (c)) Form 8-K Items 2.01 and 7.01 Completion of Acquisition or Disposition of Assets; Regulation FD Disclosure. On September 5, 2007, the Company completed its purchase of the hay and forage product lines of Miller-St. Nazianz Inc. The final purchase price paid for the assets was approximately $2.3 million. To fund the purchase the Company drew on its existing line of credit. The Company announced this purchase in a press release issued September 6, 2007, a copy of which is furnished with this Form 8-K as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits. Pursuant to Item 9.01(a)(4) and (b)(2), any required financial statements will be filed within 71 calendar days after the filing of this report. Exhibit 99.1. Press Release issued by the Company on September 6, 2007, announcing the purchase transaction with Miller-St. Nazianz Inc. The information contained in this Current Report on Form 8-K under Item 7.01, including Exhibit 99.1 referenced in Item 9.01, is being "furnished" pursuant to Item 7.01 of Form 8-K and, as such, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 7.01 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. 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. ART'S-WAY MANUFACTURING CO., INC. Date: September 12, 2007 By: /s/ Carrie L. Majeski Carrie L. Majeski Chief Financial Officer EX-99 2 millerex.txt Exhibit 99.1 NASDAQ:ARTW CONTACT: Carrie Majeski (712) 864-3131 ART'S-WAY ANNOUNCES ACQUISTION ARMSTRONG, IOWA - Art's-Way Manufacturing Co., Inc., today (September 6, 2007) announced its September 5, 2007 acquisition of the hay and forage product lines of Miller Pro of Miller St. Nazianz, Inc. of St. Nazianz, Wisconsin. The Miller Pro product lines have historically had annual sales of approximately $8,000,000 including a substantial portion of spare parts. The production of the product lines is being moved to Armstrong, Iowa where production will resume for the next growing season. Distribution is expected to increase in both Art's-Way and Miller Pro product lines with synergizes in our combined dealer distribution network. "We feel that this purchase offers us growth potential that will positively impact Art's-Way earnings," commented Art's-Way Chairman J. Ward McConnell Jr. "We feel that the Miller Pro acquisition will compliment our current product offerings," McConnell said. Art's-Way manufactures and distributes farm machinery niche products including animal feed processing equipment, sugar beet harvesting equipment, plows, land maintenance equipment, crop shredding equipment and seed planting equipment. Art's-Way also produces haylage machinery for original equipment manufactures (OEM's). After market service parts are also an important part of the Company's business. Art's-Way Manufacturing has two wholly owned subsidiary Art's-Way Vessels Inc. and Art's-Way Scientific Inc. Art'-Way Vessels manufactures pressurized tanks and vessels. Art's-Way Scientific manufactures modular animal confinement building and modular laboratories. This news release includes "forward-looking statements" within the meaning of the federal securities laws. Statements of anticipated future results are based on current expectations and are subject to a number of risks and uncertainties, including but not limited to, quarterly fluctuations in results, customer demand for the Company's products, domestic and international economic conditions, the management of growth and other risks detailed from time to time in the Company's Securities and Exchange Commission filings. Actual results may differ markedly from management's expectations. The Company cautions readers not to place undue reliance upon any such forward-looking statements. -----END PRIVACY-ENHANCED MESSAGE-----