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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported) - November 25, 1998
THE JPM COMPANY
(Exact name of registrant as specified in its charter)
Pennsylvania 0-27738 23-1702908
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification
Number
155 North 15th Street, Lewisburg, Pennsylvania 17837
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (717) 524-8225
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N/A
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(Former name or former address, if changed since last report)
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Item 1. Changes in Control of Registrant
Not applicable.
Item 2. Acquisition or Disposition of Assets
On November 12, 1998, the Company announced it had acquired
60% of AF Datalink Equipamentos de Telecomunicacao, Ltda.
("DataLink"), a Sao Paulo, Brazil based manufacturer of wire
harnesses and cable assemblies for $6,000 in cash, $2,500
(256,000 shares JPMX stock) and a one-year note for $2,000.
DataLink had sales of approximately $7,400 during the most
recent fiscal year completed December 31, 1997 and has sales
of approximately $4,000 for the nine months ended
September 30, 1998.
Item 3. Bankruptcy or Receivership
Not applicable.
Item 4. Changes in Registrant's Certifying Accountant
Not applicable.
Item 5. Other Events
Not applicable.
Item 6. Resignation of Registrant's Directors
Not applicable.
Item 7. Financial Statements and Exhibits
Exhibits
99 (i). News release announcing the acquisition of
AF Datalink Equipamentos de Telecomunicacao.
Item 8. Change in Fiscal Year
Not applicable.
Item 9. Sales of Equity Securities Pursuant to Regulations
Not applicable
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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.
THE JPM COMPANY
/s/ John H. Mathias
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John H. Mathias
Chairman and Chief Executive
Officer
Date: November 25, 1998
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Exhibits
99(i) News release announcing the acquisition of
AF Datalink Equipamentos de Telecomunicacao.
THE JPM COMPANY CONCLUDES BRAZIL PURCHASE
For immediate release: November 12, 1998.
Lewisburg, PA. November 12, 1998 - - - The JPM Company (NASDAQ/NMS:JPMX)
concluded its purchase of a majority interest in AF Datalink Equipamentos de
Telecomunicacao today. The purchase price for the 60% interest was $10.5
million, consisting of $6 million cash payments, a one-year note for $2 million,
and 256,410 shares of stock valued at $2.5 million as of the closing price on
Tuesday, November 10.
The Sao Paulo cable assembly manufacturer is owned by Abelardo Fraga, Jr.,
and Fritz Junginger, both engineering graduates of Instituto Tecnologico
Aeroespacial-ITA. Datalink, founded 5 years ago, provides cable assemblies to
the telecommunications and computer market in Brazil. Revenues for the nine
month period ending September 30, 1998 were $3.8 million. Revenues for the three
quarters were reduced by the moratorium on privatization of the
telecommunications industry, a moratorium ended on July 29 when the contracts
were awarded.
With the purchase, Chairman and CEO John H. Mathias stated, "Our global
customers require support in key markets, and Brazil 1998 represents one of
those keys. The growing market for telecommunications, privatization of the
Brazilian telecommunications industry, and the considerable talents of Abelardo
Fraga and Fritz Junginger all combine to make this a dynamic and exciting
prospect for JPM."
To better service the multi-continent customer and manufacturing base,
Mathias also announced an internal reorganization. Formerly, the corporation had
divided its management into an Atlantic and Pacific Divisions, representing
geographic and customer histories. As the company expanded into Europe and South
America, and the customer base required support from multiple facilities, the
traditional divisions became less definable. To recognize the needs of a global
customer base and to streamline the ability of The JPM Company to service those
customers, the company reorganized its corporate structure.
The reorganization refocuses the management into divisions based upon
internal support for operations and external support for customers. The internal
operations - manufacturing, materials and capacity - will be under the direct
supervision of Robert Langton, promoted to Senior Vice President of Operations.
Langton was formerly Vice President of Marketing and Sales.
The external support for customers will be divided into business units
designed to service specific customers. John Spangler has been promoted to
Senior Vice President for Global Business Development and will lead those
efforts. Spangler was formerly Senior Vice President, Atlantic Division.
James Mathias, President of The JPM Company, said, "We recognized that our
traditional focus needed to be reexamined in view of customer needs. Our
customers require multi-site manufacturing, prompt delivery worldwide,
seamlessness of engineering and technical support. We needed to provide that
support and the reorganization should help us reach our goals of providing
world-class product and service to our growing international customers."
For further information contact: John H. Mathias, Chairman of The JPM
Company or William D. Baker, Chief Financial Officer at 717/524-8225.
Headquartered in Lewisburg, JPM also has manufacturing facilities in Beaver
Springs, Pa.; San Jose, Calif.; Guadalajara, Mexico; Pickering and Calgary,
Canada; Leuchtenberg, Germany and Bor, Czech Republic.
"Safe Harbor'' Statement under the Private Securities Litigation Reform Act
of 1995: This release may contain forward-looking statements that involve risks
and uncertainties. Among the important factors which could cause actual results
to differ materially from those in the forward-looking statements are the impact
of competitive products and pricing, product demand, the presence of competitors
with greater financial resources, and commercialization risks, costs associated
with integration and administration of acquired operations, capacity and supply
constraints or difficulties, the results of financing efforts and other factors
detailed in the company's filings with the Securities and Exchange Commissions
including its recent filings on Forms 10-K and 10-Q.
