-----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, J1YOmhSXHyT81OKrIyLIYWDdDcCsTdGdsqKBIxUYkxCq8zf1I/rKoHq2fKdn8Tqz q7KNSUvxQ4eScvJ7BJlAmA== 0001157523-09-000265.txt : 20090115 0001157523-09-000265.hdr.sgml : 20090115 20090115105918 ACCESSION NUMBER: 0001157523-09-000265 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090115 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090115 DATE AS OF CHANGE: 20090115 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: 09527839 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 a5872425.htm DAYTON SUPERIOR CORPORATION 8-K

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 15, 2009


Dayton Superior Corporation
(Exact Name of Registrant as Specified in Charter)


Delaware

1-11781

31-0676346

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification Number)

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 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 8.01     Other Events.

On January 15, 2009, Dayton Superior Corporation issued a press release announcing that it has retained Harris Williams & Co. to evaluate possible strategic alternatives to enhance stockholder value, including the possible sale of the Company or a controlling interest in the Company.  Dayton Superior also announced that it has retained Morgan Stanley & Co. Incorporated to advise on options to refinance or otherwise restructure the Company’s outstanding indebtedness.  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.

(d) 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 dated January 15, 2009
2

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:

January 15, 2009

 

DAYTON SUPERIOR CORPORATION

 

 

 

 

By:

/s/ Edward J. Puisis

Name:

Edward J. Puisis

Title:

Executive Vice President and

Chief Financial Officer

3

EXHIBIT INDEX

Exhibit
Number


Description
99.1 Press Release dated January 15, 2009

4

EX-99.1 2 a5872425ex991.htm EXHIBIT 99.1

Exhibit 99.1

Dayton Superior Evaluates Strategic Alternatives and Options for Restructuring Indebtedness

DAYTON, Ohio--(BUSINESS WIRE)--January 15, 2009--Dayton Superior Corporation (NASDAQ: DSUP), the leading North American provider of specialized products for the nonresidential concrete construction market, today announced that it has retained Harris Williams & Co. to evaluate possible strategic alternatives to enhance stockholder value, including the possible sale of the Company or a controlling interest in the Company. Dayton Superior also announced that it has retained Morgan Stanley & Co. Incorporated to advise on options to refinance or otherwise restructure the Company’s outstanding indebtedness.

Dayton Superior previously announced the commencement of a private offer to exchange its Senior Subordinated Notes due June 15, 2009 in a private placement for an equal amount of newly issued Senior Secured Notes due September 2014, which expires on February 13, 2009 at 11:59 p.m., EST. The holders of the Senior Subordinated Notes have retained Imperial Capital, LLC to represent them, and Morgan Stanley has been engaged in discussions with Imperial Capital related to restructuring the Senior Subordinated Notes.

Dayton Superior can provide no assurance that the process to explore strategic alternatives will result in any changes to the Company’s current business plans or in a transaction or that the process to restructure the Company’s indebtedness will be successful. The Company does not intend to disclose developments regarding these initiatives unless and until a definitive agreement is entered into or the Board of Directors determines to terminate one or both processes.

ABOUT DAYTON SUPERIOR CORPORATION

Dayton Superior is the leading North American provider of specialized products consumed in nonresidential, concrete construction, and we are the largest concrete forming and shoring rental company serving the domestic, nonresidential construction market. Our products can be found on construction sites nationwide and are used in nonresidential 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 the Company’s products and services;
  • operating restrictions imposed by the Company’s existing debt;
  • increased raw material costs and operating expenses;
  • the ability to increase manufacturing efficiency, leverage purchasing power and broaden the Company’s distribution network;
  • the competitive nature of the nonresidential construction industry in general, as well as specific market areas.

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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