-----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, Mi02oWw7HvThtWBIK6lYSiDkWI0Ct4n6Jb9VJKBnnT/npkIEw2mkgzLT9efzWM1c Vp28dZ6ut+xQhdU0aIjO6g== 0001157523-06-011808.txt : 20061130 0001157523-06-011808.hdr.sgml : 20061130 20061130150755 ACCESSION NUMBER: 0001157523-06-011808 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061129 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061130 DATE AS OF CHANGE: 20061130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DAYTON SUPERIOR CORP CENTRAL INDEX KEY: 0000854709 STANDARD INDUSTRIAL CLASSIFICATION: STEEL PIPE & TUBES [3317] IRS NUMBER: 310676346 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11781 FILM NUMBER: 061248084 BUSINESS ADDRESS: STREET 1: 7777 WASHINGTON VILLAGE DRIVE STREET 2: SUITE 130 CITY: DAYTON STATE: OH ZIP: 45459 BUSINESS PHONE: 9374287172 MAIL ADDRESS: STREET 1: 7777 WASHINGTON VILLAGE DRIVE STREET 2: SUITE 130 CITY: DAYTON STATE: OH ZIP: 45459 8-K 1 a5284288.txt DAYTON SUPERIOR CORPORATION 8-K 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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): November 29, 2006 Dayton Superior Corporation (Exact name of Registrant as specified in its charter) Ohio 1-11781 31-0676346 - -------------------------------------------------------------------------------- (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.) 7777 Washington Village Drive, Dayton, Ohio 45459 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) 937-428-6360 ------------ (Registrant's telephone number including area code) Not applicable -------------- (Former name and former address, if changed since last report) 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 Instruction 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 CFR 240.13e-4(c)) Item 7.01 Regulation FD Disclosure On November 29, 2006, Dayton Superior Corporation issued a press release announcing the extension of its solicitation of consent from holders of its 13% Senior Subordinated Notes due 2009. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing information (including the exhibit hereto) is being furnished under "Item 7.01 Regulation FD Disclosure." Such information (including the exhibit hereto) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. The filing of this Report and the furnishing of the information pursuant to Item 7.01 (including the exhibit hereto) do not mean that such information is material or that disclosure of such information is required. Item 9.01 Financial Statements and Exhibits (c) Exhibits. The following is furnished as an exhibit to this Form 8-K pursuant to Item 601 of Regulation S-K: 99.1 Press Release of the Company dated November 29, 2006. 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, thereunto duly authorized. DAYTON SUPERIOR CORPORATION Date: November 29, 2006 By: /s/ Edward J. Puisis ---------------------------------- Edward J. Puisis Executive Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit 99.1 Press Release Dated November 29, 2006 EX-99.1 2 a5284288ex991.txt DAYTON SUPERIOR CORPORATION EXHIBIT 99.1 Exhibit 99.1 For further information contact: Edward J. Puisis Dayton Superior Corporation Executive Vice President & CFO 7777 Washington Village Dr., Suite 130 Phone: 937 428-7172 Dayton, OH 45459 Fax: 937 428-9115 - -------------------------------------------------------------------------------- Dayton Superior Announces Extension of its Solicitation of Consent from Holders of its 13% Senior Subordinated Notes due 2009 DAYTON, Ohio, November 29, 2006 - Dayton Superior Corporation ("Dayton") announced today that it is extending the expiration time of its previously announced solicitation of a consent from holders of record as of November 9, 2006, of its outstanding 13% Senior Subordinated Notes due 2009 from 5:00 p.m., New York City time, on November 28, 2006 to 5:00 p.m., New York City time, on November 29, 2006, unless further extended or terminated by Dayton. All other aspects of the consent solicitation remain unchanged and in effect. The terms and conditions of the consent solicitation are described in a Consent Solicitation Statement dated November 10, 2006. Requests for additional copies of the Consent Solicitation Statement, the Letter of Consent or other related documents should be directed to Global Bondholder Services Corporation, the information agent, at (866) 857-2200 (toll-free) or (212) 430-3774. Questions regarding the consent solicitation should be directed to Francesco Cipollone of Morgan Stanley & Co., Incorporated, and the solicitation agent, at (800) 624-1808 (toll-free) or (212) 761-1941 (collect). This announcement is not a solicitation of a consent with respect to any securities. The consent solicitation is being made solely by the Consent Solicitation Statement dated November 10, 2006. Dayton Superior is the leading North American provider of specialized products consumed in non-residential, concrete construction, and we are the largest concrete forming and shoring rental company serving the domestic, non-residential construction market. Our products can be found on construction sites nationwide and are used in non-residential construction projects, including: infrastructure projects, such as highways, bridges, airports, power plants and water management projects; institutional projects, such as schools, stadiums, hospitals and government buildings; and commercial projects, such as retail stores, offices and recreational, distribution and manufacturing facilities. This press release contains certain forward-statements (as such term is defined in the Private Securities Litigation Reform Act of 1995). These statements that are not statements of historical fact and may include a number of risks and uncertainties with respect to our financial condition, results of operations and business. Forward-looking statements include statements that may relate to our plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs and other information that is not historical information and can be identified by the use of terminology such as "subject to", "believes", "anticipates," "plans," "expects," "intends," "estimates," "projects," "may," "should," "can," the negatives thereof, variations thereon and similar expressions, or by discussions of strategy. All forward-looking statements are based upon our current expectations and various assumptions. We believe there is a reasonable basis for our expectations and beliefs, but they are inherently uncertain, we may not realize our expectations and our beliefs may not prove correct. Actual results could differ materially from those described or implied by such forward-looking statements. Factors that may materially affect such forward-looking statements include: depressed or fluctuating market conditions for our products and services; operating restrictions imposed by our existing debt; increased raw material costs and operating expenses; our ability to comply with environmental regulations and to absorb environmental investigation, remediation and compliance costs; the loss of certain key customers; the loss of key personnel; exposure to the local business risks of our Mexican operations and foreign sourcing partners; conflicts of interest with our major shareholder; our ability to increase manufacturing efficiency, leverage our purchasing power and broaden our distribution network; our ability to successfully identify, complete and integrate acquisitions; our ability to develop new products; the competitive nature of our industry in general, as well as our specific market areas; changes in prevailing interest rates and the availability of and terms of financing to fund the anticipated growth of our business; and labor disturbances. Consequently, such forward-looking statements should be regarded solely as our current plans, estimates and beliefs. You are cautioned not to place undue reliance on forward-looking statements. We cannot guarantee future results, events, levels of activity, performance or achievements. # # # -----END PRIVACY-ENHANCED MESSAGE-----