-----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, RVGzRYVxlRlLBm9iCSD1zhzaALSukdZeXpd4aPI/LdjHp+YcREhh8aIeL6Bx2Ycb 966EtYtj14AbTB9yBl9oOg== 0001157523-08-000486.txt : 20080124 0001157523-08-000486.hdr.sgml : 20080124 20080123190809 ACCESSION NUMBER: 0001157523-08-000486 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080123 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080124 DATE AS OF CHANGE: 20080123 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: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11781 FILM NUMBER: 08545727 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 a5592883.htm 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 Exchange Act of 1934

Date of Report (Date of earliest event reported): January 23, 2008

Dayton Superior Corporation
(Exact name of Registrant as specified in its charter)

Delaware

1-11781

31-0676346

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(IRS Employer

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:

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 8.01     Other Events.

On January 23, 2008, the Company issued a press release announcing an extension of its commitment for a debt refinancing to February 29, 2008. 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.

Item 9.01     Financial Statements and Exhibits.

99.1  Press Release of the Company dated January 23, 2008


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

 

 

Date:

January 23, 2008

By:

/s/ Edward J. Puisis

Edward J. Puisis

Executive Vice President and Chief Financial Officer

EX-99.1 2 a5592883ex991.htm EXHIBIT 99.1

Exhibit 99.1

Dayton Superior Reports Extension of Debt Refinancing Commitment

DAYTON, Ohio--(BUSINESS WIRE)--Dayton Superior Corporation (NASDAQ: DSUP), the leading North American provider of specialized products for the non-residential concrete construction market, today announced that it has extended its commitment from GE Commercial Finance for a debt refinancing to February 29, 2008. Dayton Superior expects to complete the refinancing prior to that date. The commitment is for a new $150 million revolving credit facility and a new $100 million term loan, for total new financing of $250 million.

The refinancing is currently estimated to reduce annual interest expense by $5 million to $6 million, or approximately $0.25 to $0.30 per share. The new "revolver," an Asset Based Lending facility currently expected to be issued at the rate of LIBOR plus 225 basis points, will replace the Company’s existing $130 million revolving credit facility. A portion of the revolving credit facility, as well as the new term loan, which is currently expected to be issued at LIBOR plus 375 basis points, will be used to retire the Company’s 10¾% Senior Second Secured Notes due in September 2008 at a redemption price of 102.813% of principal amount plus accrued interest.

Consummation of the new debt financing is subject to customary conditions, including an absence of material adverse changes in Dayton Superior's business and a requirement for minimum adjusted EBITDA, as defined.

The terms of the new debt remain unchanged and are contained in the Exhibits to the Company’s Form 10-Q for the third quarter of 2007.

Dayton Superior expects to explore refinancing alternatives with respect to its 13% Senior Subordinated Notes soon after completion of the refinancing of the 10¾% Senior Second Secured Notes.

About Dayton Superior Corporation

Dayton Superior is the leading North American provider of specialized products consumed in non-residential, concrete construction, and the largest concrete forming and shoring rental company serving the domestic, non-residential construction market. The Company's 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.

Note: Certain statements made herein concerning anticipated future performance are forward-looking statements. These forward-looking statements are based on estimates, projections, beliefs and assumptions of management and are not guarantees of future performance. Actual future performance, outcomes and results may differ materially from those expressed in forward-looking statements as a result of a number of important factors. Representative examples of these factors include (without limitation):

  • 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 increase manufacturing efficiency, leverage our purchasing power and broaden our distribution network;
  • 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;
  • satisfaction of the conditions for completion of our refinancing.

This list of factors is not intended to be exhaustive, and additional information concerning relevant risk factors can be found in Dayton Superior’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and current Reports on Form 8-K filed with the Securities and Exchange Commission.

CONTACT:
Dayton Superior Corporation
Edward J. Puisis, 937-428-7172
Executive Vice President & CFO
Fax: 937-428-9115

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