<PAGE> 1
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
August 13, 1999
(Date of Report - Date of earliest event reported)
Commission File Number: 333-04254
BAR TECHNOLOGIES INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 13-3753384
- --------------------------------------------- -------------------------------
(State or other jurisdiction of incorporation (IRS Employer Identification
or organization) No.)
3770 EMBASSY PARKWAY
AKRON, OHIO 44333 (330) 670-3000
- ---------------------------------------- -------------------------------
(Address of principal executive offices) (Registrant's telephone number)
<PAGE> 2
Item 5. Other Events
------------
The following exhibit is being filed herewith.
Exhibit Index
Exhibit
Number Exhibit Description
- ------ -------------------
(4.5) Notice of Redemption for all of the Company's outstanding 13 1/2%
Senior Secured Notes Due 2001, filed herewith.
<PAGE> 3
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.
BAR TECHNOLOGIES INC.
Date: August 18, 1999 By: /s/ Thomas N. Tyrrell
------------------------------------
Thomas N. Tyrrell
Chief Executive Officer
Date: August 18, 1999 By: /s/ Brenda K. Brown
------------------------------------
Brenda K. Brown
Vice President of Finance and Controller
<PAGE> 1
Exhibit 4.5
BAR TECHNOLOGIES INC.
NOTICE OF REDEMPTION
To Redeem All of Its Outstanding
13 1/2% Senior Secured Notes Due 2001
(CUSIP No. 067016AES)
at 106.75% of the Principal Amount of the Notes
Plus Accrued and Unpaid Interest, if any,
to the Redemption Date
THE REDEMPTION WILL OCCUR ON SEPTEMBER 13, 1999.
Notice is hereby given to all Holders of 13 1/2% Senior Secured
Notes Due 2001 (the "Notes") of Bar Technologies Inc. (the "Company") pursuant
to Section 3.03 of the Indenture, dated as of April 1, 1996 (the "Indenture"),
between the Company and United States Trust Company of New York, as trustee (the
"Trustee"), as follows:
Optional Redemption
Pursuant to paragraph 6 of the Notes, the Company may elect to
redeem any and all outstanding Notes at any time on or after April 1, 1999.
Capitalized terms used herein without separate definition shall have the
meanings set forth in the Indenture. The Company hereby elects to redeem (the
"Redemption") all outstanding Notes on September 13, 1999 (the "Redemption
Date"). The Company will promptly effect the payment for the Redemption of the
Notes in accordance with the procedures set forth herein, and the payment will
occur on the Redemption Date.
The Company will redeem each Note at a redemption price (the
"Redemption Price"), which will be paid in cash, equal to 106.75% of the
aggregate principal amount thereof (the Redemption Price for the one year
period commencing April 1, 1999) plus accrued and unpaid interest, if any, to
the Redemption Date. The Redemption Price per $1,000 principal amount of Notes
will be $1,067.50 plus accrued and unpaid interest, if any, to the Redemption
Date. Accrued and unpaid interest to the Redemption Date will equal
approximately $60.75 per $1,000 principal amount of Notes.
All of the Notes must be surrendered to the Paying Agent to
collect the Redemption Price and accrued and unpaid interest, if any. Unless the
Company defaults in the payment of the Redemption Price, interest on all Notes
will cease to accrue on and after the Redemption Date and the only remaining
right of Holders of Notes is to receive payment of the Redemption Price upon
surrender to the Paying Agent of the Notes redeemed.
<PAGE> 2
No representation is made as to the accuracy of the CUSIP numbers
printed on the Notes or contained in this Notice of Redemption and reliance may
be placed only on the other identification numbers placed thereon and hereon.
Procedures for Surrendering Notes
Holders must surrender their Notes to the Paying Agent at the
address specified below. The method of delivery of the Notes is at the option
and risk of the holder of such Notes and delivery will be deemed made only when
actually received by the Paying Agent. All questions as to the validly
(including time of receipt) of Notes will be determined by the Company, whose
determination will be final and binding. Neither the Company nor any other
person will be under any duty to give notification of any defects or
irregularities in any surrender of Notes or incur any liability for failure to
give such notification.
The Depository Trust Company ("DTC") has authorized DTC
participants that hold Notes on behalf of beneficial owners of Notes through DTC
to surrender their Notes as if they were Holders. To effect a surrender, DTC
participants may follow the DTC's procedures for book-entry transfer. A
beneficial owner of Notes that are held of record by a custodian bank,
depositary, broker, trust company or other nominee must instruct such nominee to
surrender the Notes on the beneficial owner's behalf.
Paying Agent
THE PAYING AGENT FOR THIS REDEMPTION IS:
IF BY HAND BEFORE 4:30P.M.:
UNITED STATES TRUST COMPANY OF NEW YORK
111 BROADWAY
NEW YORK, NEW YORK 10006
ATTN: LOWER LEVEL CORPORATE TRUST WINDOW
IF BY MAIL:
UNITED STATES TRUST COMPANY OF NEW YORK
P.O. BOX 843
COOPER STATION
NEW YORK, NEW YORK 10276
ATTN: CORPORATE TRUST SERVICES
IF BY OVERNIGHT DELIVERY AND BY HAND AFTER 4:30 P.M.:
UNITED STATES TRUST COMPANY OF NEW YORK
770 BROADWAY
13TH FLOOR
NEW YORK, NEW YORK 10003
<PAGE> 3
Substitute Form W-9
Each Holder is required to provide the Paying Agent with such
Holder's correct taxpayer identification number ("TIN"), generally the Holder's
Social Security or federal employer identification number, and with certain
other information, on Substitute Form W-9, which is provided herewith, and to
certify that the Holder is not subject to backup withholding. Failure to provide
the information on the Substitute Form W-9 may subject the tendering Holder to a
$50 penalty imposed by the Internal Revenue Service and 31% federal income tax
backup withholding on the payment of the Redemption Price. Any amount withheld
under these rules will be creditable against the Holder's U.S. Federal income
tax liability and, if such withholding results in an overpayment of taxes, a
refund may be obtained. The box in part 3 of the Substitute Form W-9 may be
checked if the Holder has not been issued a TIN and has applied for a TIN or
intends to apply for a TIN in the near future. If the box in Part 3 is checked
and the Paying Agent is not provided with a TIN by the time of payment, the
Paying Agent will withhold 31% on all such payments of the Redemption Price
until a TIN is provided to the Paying Agent.
Holders with questions concerning this Redemption should contract
the Office of the Corporate Secretary of the Company at (330) 837-6380
(collect).
BAR TECHNOLOGIES INC.
August 13, 1999
<PAGE> 4
<TABLE>
<S> <C> <C> <C> <C> <C>
PAYER'S NAME: [ ], AS PAYING AGENT
SUBSTITUTE Part 1 - Please provide your Social Security number(s) or
TIN in the box at right and Employer Identification Number(s)
certify by signing and dating
below.
Form W-9 Part 2 - Certification - Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct taxpayer
identification number (or I am waiting for a number to be issued
me), and
Department of the (2) I am not subject to backup withholding because:
Treasury Internal (a) I am exempt from backup withholding, or (b) I
Revenue Service have not been notified by the Internal Revenue
Service (IRS) that I am subject to backup
withholding as a result of a failure to report all
interest or dividends, or (C) the IRS has notified
me that I am no longer subject to backup
withholding.
Certification Instructions - You must cross out item
(2) above if you have been notified by the IRS that
you are currently subject to backup withholding
because of underreporting interest or dividends on
your tax return.
Payer's Request for Taxpayer Signature_________________ Part 3 - Awaiting TIN ____
Identification Number ("TIN")
Date_____________________
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY
RESULT IN A $50 PENALTY IMPOSED BY THE INTERNAL
REVENUE SERVICE AND BACKUP WITHHOLDING OF 31% OF
ANY CAH PAYMENTS MADE TO YOU PURSUANT TO THE
REDEMPTION. PLEASE REVIEW THE ENCLOSED GUIDELINES
FOR CERTIFICATION OF TAXPAYER INDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
CHECK THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9.
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (1) I have mailed or delivered on application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (2) I intend to mail
or deliver an application in the near future. In understand that if I do not
provide a taxpayer identification number by the time of payment, 31% of all
reportable cash payments made to me thereafter will be withheld until I provide
a properly certified taxpayer identification number to the Depositary.
- ----------------------------- --------------
Signature Date
- --------------------------------------------------------------------------------
