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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current report
pursuant to Section 13 or 15 (d)
of the Securities and Exchange Act of 1934
Date of Report (date of earlitest event reported): July 13, 1999
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Trianon Industries Corp.
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(Exact name of regiistrant as specified in charter)
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(State of Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
1. Rue Thomas Edison, Quarterly des Chenes, 78056 St. Quentin en Yvlines, France
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code 001-33-1-39-41-2000
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Pursuant to a stock purchase agreement executed on May 10, 1999,
TRIANON Industries Corp. acquired all of the outstanding shares of Zenith
Industrial Corporation, a Michigan corporation ("Zenith"), on July 13, 1999,
from its existing shareholders (the "Acquisition"), for an initial purchase
price of $101.0 million. In addition to such initial purchase price, TRIANON
Industries Corp. has agreed to make annual contingent payments to the former
shareholders of Zenith, based on income targets over a period of three years.
Moreover, TRIANON Industries Corp. has agreed to pay to the former shareholders
of Zenith additional compensation of an aggregate amount of $6.0 million in
three installments of $2.0 million each over three years. On July 13, 1999,
Zenith entered into a five year senior secured reducing revolving credit
facility for an aggregate amount of $125.0 million. The revolving credit
facility is fully guaranteed by TRIANON Industries Corp., Zenith and Aetna
Holdings Inc. a wholly-owned direct Delaware subsidiary of TRIANON Industries
Corp. Zenith plans to use the funds under this credit facility to finance the
$101.0 million initial purchase price and for ongoing general corporate
purposes.
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Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Trianon Industries Corp
Date: July 28, 1999 By: /s/ Harold Brown
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(Registrant)
