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) July 31, 2000
UNIFRAX CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 333-10611 34-1535916
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
2351 Whirlpool Street, Niagara Falls, New York 14305-2413
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (716) 278-3800
Not Applicable
(Former name or former address, if changed since last report)
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Item 5. Other Matters
(a) On July 31, 2000, the Registrant issued the press release that is
attached hereto as Exhibit 99, and which is incorporated herein by
reference.
(b) Exhibits.
99 - Press Release, dated July 31, 2000, issued by Unifrax Corporation.
<PAGE>
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.
UNIFRAX CORPORATION
(Registrant)
Date: August 2, 2000 By: /s/ Mark D. Roos
Mark D. Roos
Vice President and Chief Financial Officer
<PAGE>
Exhibit 99
Unifrax Unifrax Corporation
Corporation 2351 Whirlpool Street
Niagara Falls
NY 14305
Monday, July 31, 200
Unifrax to Acquire Worldwide Ceramic Fiber Business of Compagnie de Saint-Gobain
Acquisition Will Position Unifrax As A Leading International Player In The High
Temperature Insulation Market
Niagara Falls, N.Y. -- July 31, 2000 -- Unifrax Corporation (Unifrax) announced
today that it has entered into a definitive agreement to purchase the worldwide
ceramic fiber business of Carborundum Insulation Technologies (CIT), an
operating unit of Compagne de Saint-Gobain (Saint-Gobain), a Paris based
manufacturer of glass and industrial products. The purchase price was not
disclosed. The deal will reunite Unifrax, the former North American Fibers
Division of The Carborundum Company, with it's former international sister
ceramic fiber operations which were acquired by Saint-Gobain as part of its
purchase of The Carborundum Company from British Petroleum (BP) in 1996. In
addition, the acquisition of CIT will include the French ceramic fiber
operations of Saint-Gobain (formerly operated as Kerlane) which will make
Unifrax/CIT the largest supplier in the French Market. CIT also owns a majority
of Orient Cerlane Ltd., a key producer located in India. CIT had 1999 ceramic
fiber sales of approximately $80 million. William P. Kelly, Unifrax President
and Chief Executive Officer, stated "This acquisition will position Unifrax/CIT
as a major international supplier of high temperature insulating products, with
manufacturing and sales resources in all the major industrial regions of the
world. It will approximately double our worldwide turnover and asset base".
Unifrax, with 1999 sales of $85 million, is a recognized industry leader in
providing heat management solutions for high temperature applications. They are
the leading North American producer of ceramic fiber products used in a wide
variety of industries including ferrous & nonferrous metals, chemical process,
power generation, ceramic/glass, automotive, appliance, fire protection and
aerospace.
Kelly added "We are delighted we can achieve a significant overseas presence
that nicely complements our strong North American position by acquiring a
business whose technology we share and whose customers, markets and products we
know very well. In addition, we are very familiar with many members of the
existing CIT management team. We feel this will facilitate a smooth transition
and inte< gration of the businesses." Saint-Gobain decided to divest its ceramic
fiber business because it was not viewed as core and could be more effectively
grown by Unifrax. Olivier Duval, President of Saint-Gobain's High Performance
Refractories Division commented "Although we were enthusiastic about the future
prospects of CIT, we felt growth could be more effectively achieved in concert
with Unifrax, whose only business is ceramic fiber. They can bring greater focus
to the effort. We feel the combination will be a successful one and believe it
is in the best interests of our CIT employees".
<PAGE>
CEO Kelly, is particularly excited about the positive impact the acquisition
will have on the commercialization of Isofrax(TM), a new , high temperature
biosoluble fiber developed by Unifrax at its headquarters in Niagara Falls, N.Y.
"The primary market for Isofrax is in Europe. This acquisition will provide us
with the local European manufacturing, sales and distribution resources we need
to most effectively serve the European soluble fiber market".
Unifrax Corporation is owned by Kirtland Capital Partners (KCP), located in
Cleveland, Ohio and Unifrax management. KCP is a privately funded investment
group with over $300 million in committed equity capital. KCP and its
predecessor companies have been successfully investing in operating companies
since 1978 and acquired its interest in Unifrax from BP in 1996.
John Nestor, a Managing Partner at Kirtland, and Chairman of the Unifrax Board
of Directors stated "We are very excited about this acquisition and feel it will
positively impact the value of our investment in Unifrax. This acquisition will
more than triple the size of the market available to Unifrax and will allow it
to leverage its excellent manufacturing technology and new product development
capabilities."
The Company said the acquisition will be financed through a combination of bank
debt and seller financing. The transaction is expected to close by the end of
the third quarter of 2000.
Forward looking statements in this press release involve risks and uncertainties
that could cause actual results to differ from those contemplated. Factors which
could cause those differences include the terms and availability of financing,
actions by other persons, legal and regulatory requirements and other factors.
For further information please contact :
Paul J. Viola/Unifrax Corporation Virginia M. Palumbo/Unifrax Corporation
Phone (716) 278-3882 Phone (716) 278-3832
Fax (716) 278-3903 Fax (716) 278-3903
E-Mail [email protected] E-Mail [email protected]
