-----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, BGSnRjbM9L+a6zp0W7sFDT246SJMpKv21t1cV/ttfAzRGHt2yFQ4+OnnN19BSJ1o UIspccYR6f4yOoTczWkMtg== 0001047469-99-006348.txt : 19990218 0001047469-99-006348.hdr.sgml : 19990218 ACCESSION NUMBER: 0001047469-99-006348 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990216 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHART INDUSTRIES INC CENTRAL INDEX KEY: 0000892553 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED PLATE WORK (BOILER SHOPS) [3443] IRS NUMBER: 341712937 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-11442 FILM NUMBER: 99544081 BUSINESS ADDRESS: STREET 1: 5885 LANDERBROOK DRIVE STREET 2: SUITE 150 CITY: MAYFIELD HEIGHTS STATE: OH ZIP: 44124 BUSINESS PHONE: 4407531490 8-K 1 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): February 16, 1999 Chart Industries, Inc. ------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-11442 34-1712937 - ------------------ -------------- -------------------- (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) 5885 Landerbrook Drive, Suite 150, Mayfield Heights, Ohio 44124 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Registrant's telephone number, including area code: (440) 753-1490 --------------------------- Item 5. OTHER EVENTS. Chart Industries, Inc. (the "Company") issued a News Release on February 16, 1999, a copy of which is filed as Exhibit 99. Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. 99 News Release dated February 16, 1999, from the Company. 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. CHART INDUSTRIES, INC. Date: February 16, 1999 By: /s/ Thomas F. McKee ----------------------------------------- Thomas F. McKee Secretary 3 EXHIBIT INDEX
Exhibit Description of Exhibit - ------- ---------------------- 99 News Release dated February 16, 1999.
E-1 EX-99 2 EXHIBIT 99 EXHIBIT 99 [CHART INDUSTRIES LETTERHEAD] FOR IMMEDIATE RELEASE Contact: Don A. Baines Chief Financial Officer Chart Industries, Inc. (440) 753-0005 CHART INDUSTRIES TO ACQUIRE MVE HOLDINGS, INC. Mayfield Heights, Ohio -- February 16, 1999 -- Chart Industries, Inc. (NYSE:CTI) today announced that it has signed a definitive merger agreement to acquire MVE Holdings, Inc. (MVE). The acquisition of MVE is a major strategic step that will enable Chart to provide a significant increase in cryogenic products, expand end-user markets served and extend Chart's international reach to more fully serve customers around the globe. Under the agreement, a wholly owned Chart subsidiary will merge with MVE. Chart expects the transaction to be completed within 60 days. The closing is subject to certain regulatory approvals and satisfaction of usual and customary closing conditions. The value of the transaction is approximately $240 million including assumed debt. Further details of the agreement were not disclosed. Commenting on the acquisition, Arthur S. Holmes, Chart's Chairman and Chief Executive Officer, said, "This acquisition will benefit our customers and shareholders by creating a stronger company with global operations and a more comprehensive product portfolio. The addition of MVE's operations will provide us with an extensive manufacturing base to better serve our customers and will complement our position in the cryogenic market. MVE will substantially broaden and increase Chart's sales in its distribution and storage business segment. With manufacturing facilities in the United States, Europe, Asia and Australia, MVE will accelerate Chart's growth as a major global supplier of distribution and storage equipment. This acquisition will enable us to offer our customers international one-stop-shopping for cryogenic equipment. MVE's product lines are new and additive to Chart's. We believe this acquisition will be accretive to earnings in 1999 and will provide a much broader base for future profitable growth." John M. Kucharik, MVE's President and Chief Executive Officer, added, "This is an exciting opportunity for our customers, employees and the communities in which we operate. The combined company will be stronger than either Chart or MVE separately. We'll be able to provide a broader range of cryogenic products and services to our cryogenic customers." MVE manufactures vacuum-insulated containment vessels and equipment for storing, transporting and using cryogenic liquids. These engineered products serve worldwide customers in the industrial gas, restaurant, medical, agricultural, and liquid natural gas (LNG) alternative fuels industries. MVE's products include a wide range of standard cryogenic storage tanks, specialty tanks, dewars, liquid cylinders, mobile units, transportation equipment, medical respiratory products (including liquid oxygen systems), equipment for producing carbonated beverages and equipment used to store and transport biological matter and other temperature-sensitive substances. In its fiscal year ended December 31, 1998, MVE had sales of approximately $208 million. Chart's 1998 calendar year sales were $229 million. Schroeder & Co. Inc. served as financial advisor to Chart in the transaction. Chase Securities Inc., acting as lead arranger and book manager, arranged financing for the transaction through Chase Manhattan Bank in conjunction with National City Bank. This release contains forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected in such statements. Such risks and uncertainties include, but are not limited to, unanticipated slowdowns in the Company's major markets, the impact of competition, the effectiveness of operational changes expected to increase efficiency and productivity, worldwide economic and political conditions and foreign currency fluctuations that may affect worldwide results of operations. Chart Industries, Inc. manufactures standard and custom-built industrial process equipment primarily for low-temperature and cryogenic applications. Headquartered in Mayfield Heights, Ohio, Chart has domestic operations located in Arkansas, California, Colorado, Louisiana, Massachusetts, New Hampshire, Ohio, Pennsylvania and Wisconsin and a European operation located in Wolverhampton, England. For more information on Chart Industries, Inc., via the Internet, visit our home page at HYPERLINK http://chart-ind.com or Corporate News on the Net page at HYPERLINK http://www.businesswire.com/cnn/cti.htm or via fax through our News on Demand Service at (800) 311-7462. -----END PRIVACY-ENHANCED MESSAGE-----