8-K/A 1 a03-3878_18ka.htm 8-K/A

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 8-K/A

AMENDMENT NO. 1

 


 

CURRENT REPORT

 

Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of report :  July 29, 2003

(Date of earliest event reported)

 

DAYTON SUPERIOR CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

Ohio

 

1-11781

 

31-0676346

(State or Other Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification No.)

 

7777 Washington Village Dr., Suite 130, Dayton, Ohio  45459

(Address of Principal Executive Offices) (Zip Code)

 

(937) 428-6360

(Registrant’s telephone number, including area code)

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

 



 

 

This Current Report on Form 8-K/A (Amendment No. 1) amends the Current Report on Form 8-K filed by Dayton Superior Corporation on August 13, 2003 in connection with our acquisition of substantially all of the fixed assets and rental fleet assets of Safway Formwork Systems, L.L.C. (“Safway Formwork”).  The sole purpose of Amendment No. 1 is to provide the financial information required under Item 7(a), which was not included in the initial filing pursuant to Item 7(a)(4) of Form 8-K.

 

As previously disclosed in our quarterly report on Form 10-Q for the three months ended June 27, 2003, filed on August 13, 2003, we are in the process of restating our financial statements for fiscal years 2000 through the fiscal quarter ended March 28, 2003, in order to reflect the application of Emerging Issues Task Force (EITF) 00-10 “Accounting for Shipping and Handling Fees and Costs” in our financial statements for those periods.  As a result, at this time we are unable to provide the pro forma financial information required by Item 7(b) of Form 8-K.  We will provide the pro forma information required by Item 7(b), which will be based in part upon our restated financial statements, promptly upon completion of the restatements.

 

ITEM 2.        ACQUISITION OR DISPOSITION OF ASSETS.

 

On July 29, 2003, we, together with our wholly owned subsidiary, Symons Corporation ("Symons"), completed the acquisition of substantially all of the fixed assets and rental fleet assets (the "Closing") of Safway Formwork, a subsidiary of Safway Services, Inc. ("Safway Services"), whose ultimate parent is ThyssenKrupp AG ("TK"), for a purchase price of $19,965,000.  Included in the purchase is the right to acquire a certain limited group of other assets of Safway Formwork within 90 days of the Closing.  The purchase price is subject to our set off rights specified in the Asset Purchase Agreement for potential tax liabilities and other indemnification, and in the case of Symons and Safway Formwork, certain other post-closing adjustments.  The asset purchase was made pursuant to the terms of the asset purchase agreement, dated as of June 30, 2003, as amended on July 15, 2003 and July 29, 2003 (the "Asset Purchase Agreement"), by and among us and Symons, and Safway Formwork and Safway Services.  Prior to the acquisition, Safway Formwork primarily sold and rented concrete forming and shoring systems, principally European style products designed and manufactured by TK's affiliated European concrete forming and shoring business, to a national customer base.  We intend to integrate the assets and operations of Safway Formwork into Symons' current concrete forming and shoring operations and expand our product offerings by advancing our plan to continue augmenting Symons' existing rental fleet with European clamping systems.

 

The purchase price, determined in arms-length negotiations, was comprised of $13,000,000 in cash and $6,965,000 representing the net present value of a non-interest bearing (other than in the case of a default) senior unsecured note payable to Safway Formwork.  The note was issued at a discount, which is being accreted to the face value using the effective interest method and is reflected as interest expense.  The first installment payment on the note, in an amount of $250,000, was paid on September 30, 2003, and an additional installment payment, in an amount of $750,000, is due on December 31, 2003.  Thereafter, annual payments of $1,000,000 are due on September 30 of each year from 2004 through 2008, with a final balloon payment of $6,000,000 due on December 31, 2008.  For purposes of calculating the net present value of the senior unsecured note, we have assumed an interest rate of 14.5%.  The $13,000,000 in cash was funded through the issuance of our common shares valued at $13,000,000 to our majority shareholder, which is an affiliate of Odyssey Investment Partners, LLC.  The  acquisition has been accounted for as a purchase, and the results of Safway Formwork will be included in our consolidated financial statements from the date of acquisition.  The purchase price will be allocated based on the fair value of the assets acquired and liabilities assumed.

 

The forgoing information contained in this Form 8-K/A with respect to the acquisition is qualified in its entirety by reference to the complete text of the Asset Purchase Agreement, incorporated herein as Exhibits 2.1-2.3.

 

 

ITEM 7.

 

FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

 

 

 

(a)

 

Financial Statements of the Business Acquired.

 

 

 

 

 

The following financial information is filed as Exhibit 99.1 and is hereby incorporated:

 

 

 

 

 

Financial Statements of Safway Formwork Systems, L.L.C.

 

 

(i)

Report of Independent Auditors

 

 

(ii)

Balance Sheets

 

 

(iii)

Statements of Operations

 

 

(iv)

Statements of Member’s Equity

 

 

(v)

Statements of Cash Flows

 

 

(vi)

Notes to Financial Statements

 

 

 

(c)

 

Exhibits.

 

 

 

2.1*

 

Asset Purchase Agreement, dated as of June 30, 2003, by and among Dayton Superior Corporation and Symons Corporation, and Safway Formwork Systems, L.L.C. and Safway Services, Inc.

 

 

 

2.2*

 

Amendment One, dated as of July 15, 2003, to the Asset Purchase Agreement by and among Dayton Superior Corporation and Symons Corporation, and Safway Formwork Systems, L.L.C. and Safway Services, Inc.

 

 

 

2.3*

 

Amendment Two, dated as of July 29, 2003, to the Asset Purchase Agreement by and among Dayton Superior Corporation and Symons Corporation, and Safway Formwork Systems, L.L.C. and Safway Services, Inc.

 

 

 

99.1

 

Financial Statements of Safway Formwork Systems, L.L.C.

 


*Previously filed.

 

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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.

 

 

 

DAYTON SUPERIOR CORPORATION

 

 

 

 

 

 

 

 

 

 

By:

/s/ Thomas W. Roehrig

 

 

 

 

Name: Thomas W. Roehrig

 

 

 

Title: Vice President of Corporate Accounting

 

Date: October 14, 2003

 

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EXHIBIT INDEX

 

EXHIBIT NO.

 

DOCUMENT DESCRIPTION

 

 

 

2.1*

 

Asset Purchase Agreement, dated as of June 30, 2003, by and among Dayton Superior Corporation and Symons Corporation and Safway Formwork Systems, L.L.C. and Safway Services, Inc.

 

 

 

2.2*

 

Amendment One, dated as of July 15, 2003, to the Asset Purchase Agreement by and among Dayton Superior Corporation and Symons Corporation and Safway Formwork Systems, L.L.C. and Safway Services, Inc.

 

 

 

2.3*

 

Amendment Two, dated as of July 29, 2003, to the Asset Purchase Agreement by and among Dayton Superior Corporation and Symons Corporation and Safway Formwork Systems, L.L.C. and Safway Services, Inc.

 

 

 

99.1

 

Financial Statements of Safway Formwork Systems, L.L.C.

 


*Previously filed.

 

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