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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): July 26, 1998
CLARK-SCHWEBEL HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 333-36491 13-3883016
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
2200 South Murray Avenue, (P.O. Box 2627), Anderson, South Carolina 29622
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(Address of registrant's principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (864) 224-3506
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Item 5. Other Events.
Clark-Schwebel, Inc. announced on July 26, 1998, that Hexcel Corporation has
entered into an agreement to acquire certain assets and operating liabilities of
Clark-Schwebel for $453 million in cash from Stamford C-S Acquisition Corp.
Hexcel will continue to operate the business as Clark-Schwebel Corporation.
Stamford C-S Acquisition Corp. will be acquiring Clark-Schwebel, Inc. in a
merger. Stamford will retain $60 million of certain plant, property and
equipment that will be leased to Hexcel under a long term capital lease. The
transaction is expected to close in the third quarter.
A Press Release announcing the actions described above was issued by the Company
July 26, 1998 and is attached hereto as Exhibit 99.1.
Clark-Schwebel, Inc. (the "Company") and its parent company Clark-Schwebel
Holdings, Inc. ("Holdings") announced on July 28, 1998 that will be launching
cash tender offers and consent solicitations for their notes and debentures in
connection with the sale of the Company and Holdings announced on July 26, 1998.
A Press Release announcing the actions described above was issued by the Company
on July 28, 1998 and is attached hereto as Exhibit 99.2.
Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits
99.1 Press Release dated July 26, 1998, issued by the
Company.
99.2 Press Release dated July 28, 1998, issued by the
Company.
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SIGNATURES
Pursuant to the requirements of Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CLARK-SCHWEBEL HOLDINGS, INC.
By: /s/ Donald R. Burnette
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Name: Donald R. Burnette
Title: Vice President and Chief
Financial Officer
Date: July 29, 1998
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
For additional information, contact
Don Burnette, Clark-Schwebel, Inc. (864) 260-3241
HEXCEL CORPORATION AGREES TO ACQUIRE ASSETS OF
CLARK-SCHWEBEL FOR $453 MILLION
Anderson, SC (July 26, 1998) - Clark-Schwebel, Inc., announced today that Hexcel
Corporation has entered into an agreement to acquire certain assets and
operating liabilities of Clark-Schwebel for $453 million in cash from Stamford
C-S Acquisition Corp. Hexcel will continue to operate the business as
Clark-Schwebel Corporation.
Stamford C-S Acquisition Corp. will be acquiring Clark-Schwebel, Inc., in a
merger. Stamford will retain $60 million of certain plant, property and
equipment that will be leased to Hexcel under a long term capital lease. The
transaction is expected to close in the third quarter.
Clark-Schwebel, through its wholly-owned operations in the United States and its
joint venture interests in Europe and Asia, is the world's technology leader for
the manufacture of high quality fiber glass fabrics used to make printed
circuited boards for electronics and telecommunications equipment such as
computers, cellular telephones, televisions and automotive components.
Clark-Schwebel fabrics are also used in reinforced plastics, ballistic
protection and diversified applications that demand the strength, chemical
resistance and other high performance capabilities of glass, aramid and other
specialty fabrics.
Clark-Schwebel, founded in 1960, operates manufacturing plants in Anderson, SC;
Washington, GA; Cleveland, GA; and Statesville, NC. The company has about 1,300
full-time employees.
Clark-Schwebel also has significant equity ownership in three joint ventures
that will be acquired by Hexcel:
-- A 43.6% share in CS-Interglas AG, headquartered in Germany,
-- A 43.3% share in Asahi-Schwebel Co., Ltd., headquartered in
Japan, which in turn has its own joint venture with Allied
Signal in Taiwan.
-- A 50% share in Clark Schwebel Tech-Fab Company, headquartered
in the U.S.
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CS-Interglas and Asahi-Schwebel are leading fiber glass fabric producers serving
the European and Asian electronics and telecommunications industries. In
addition, CS-Interglas and Asahi-Schwebel have recently announced plans to build
a facility together in the Philippines to serve the rapidly growing printed
circuit board market in Southeast Asia. CS Tech-Fab has a growing position in
chemically bonded nonwoven fabrics for roofing, construction and specialty
applications such as sailcloth.
Hexcel Corporation is the world's leading advanced structural materials company.
It manufactures lightweight, high performance carbon fibers, structural fabrics,
composite materials and engineered products for the commercial aerospace, space
and defense, recreation and general industrial markets. Hexcel is listed on the
New York Stock Exchange and had 1997 revenues of $937 million.
With its existing operations in Lyon, France and Seguin, TX, Hexcel is the
world's largest producer of carbon fiber reinforcement fabrics. In addition,
Hexcel has niche positions in fiber glass and other specialty fabrics. These
products are used for a range of aerospace, electronic, decorative and other
applications.
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EXHIBIT 99.2
FOR IMMEDIATE RELEASE
CLARK-SCHWEBEL AND PARENT COMPANY
LAUNCH CASH TENDER OFFERS AND CONSENT SOLICITATIONS
FOR NOTES AND DEBENTURES--COMBINE WITH MERGER RELEASE
Anderson, SC (July 28, 1998) - Clark-Schwebel, Inc. (the "Company") and its
parent company Clark-Schwebel Holdings, Inc. ("Holdings") today announced that
they will be launching cash tender offers and consent solicitations for their
notes and debentures in connection with the sale of the Company and Holdings
announced yesterday.
The tenders will be for:
1. all $110,000,000 of the 10 1/2% Senior Notes of the Company due
2006. The purchase price to be paid for each $1,000 principal
amount tendered will be based on a fixed spread of 50 basis points
over the yield of the 6 1/4% U.S. Treasury Notes due March 31,
2001, plus accrued unpaid interest on the notes, minus the consent
payment described below. The yield will be calculated at 11:00
a.m. New York City time on the second business day prior to the
expiration date.
2. all $45,994,000 of the 12 1/2% Senior Debentures of Holdings due
2007. The purchase price to be paid for each $1,000 principal
amount tendered will be $1,067.50 plus accrued unpaid interest on
the debentures, minus the consent payment described below.
Concurrent with the tender offers, the issuers will be soliciting consents to
eliminate or modify substantially all of the convenants in the indentures
governing the notes and the debentures. Holders who tender their notes and
debentures will be required to consent to the proposed amendments.
The Company will pay consent payments of $25 per $1,000 principal amount to the
holders of the notes and debentures who tender their securities and deliver
their consents at or prior to 5:00 p.m. New York City time on the consent date.
The Company and Holdings expect to purchase the tendered notes and debentures
with borrowings under bank facilities being arranged in connection with the sale
of the Company and Holdings.
Further details of the tender offers and consent solicitations will be released
shortly.
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The Company is a leading manufacturer and marketer of industrial fabrics,
including electronics fiber glass fabric, composite materials fiber glass fabric
and high performance fabrics.
This press release contains statements which are forward-looking statements
within the meaning of applicable federal securities laws and are based upon the
Company's current expectations and assumptions which are subject to a number of
risks and uncertainties which could cause actual results to materially differ
from those anticipated.
