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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 earliest event reported): August 2, 1999
Trianon Industries Corp.
Aetna Industries, Inc.
(Exact name of registrant as specified in charter)
Delaware 333-11801-01 13-3379803
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
Delaware 333-11801 38-200-7550
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
1. Rue Thomas Edison, Quartier des Chenes, 78056 St. Quentin en Yvelines, France
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(Address of Principal Executive Offices) (Zip Code)
24331 Sherwood Avenue, P.O. Box 3067, Centerline, Michigan 48015 - 0067
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code 011-33-1-39-41-2000
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Registrant's telephone number, including area code 810 759 - 2200
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Exhibit Index Appears on Page 4
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ITEM 5. Other Events.
On July 29, 1999, Aetna Industries, Inc., a Deleware corporation
("Aetna") issued a press release to announce that it has commenced a cash tender
offer and consent solicitation relating to it $85.0 million outstanding
principal amount of 11 7/8% Senior Notes due 2006, Series B (the "Notes"). Aetna
announced that the purchase price to be paid for each validly tendered Note will
be based upon a fixed spread of 50 basis points over the yield to maturity on
the 6 1/4% U.S. Treasury Note due October 1, 2001, plus accrued and unpaid
interest on the Notes to, but not including, the date of payment, less a consent
payment equal to $30 per $1,000 principal amount of the Notes. Aetna expects
that the purchase price for the Notes will be fixed on August 20, 1999, when the
yield on the reference Treasury Note will be determined (or, if the tender offer
is extended, the second business day prior to the expiration date).
In conjunction with the tender offer, consents to certain proposed
amendments to the indenture governing the Notes are being solicited. Among other
things, these amendments would eliminate substantially all of the indenture's
restrictive covenants. Adoption of the proposed amendments requires the consent
of holders of at least a majority of the outstanding Notes. Holders who tender
their Notes will be required to consent to the proposed amendments.
A copy of the press release issued by Aenta on July 29, 1999 is
attached hereto as Exhibit 99.1 and is hereby incorporated by reference in its
entirety.
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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 29, 1999 By: /s/ Harold Brown
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Name: Harold Brown
Title: Secretary, Vice President
North America
By: /s/ Harold Brown
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Name: Harold Brown
Title: Vice President Finance, CFO
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EXHIBIT INDEX
Exhibit
No. Description
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99.1 Press Release, dated July 29, 1999
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Exhibit 99.1
AETNA INDUSTRIES, INC. ANNOUNCES CASH TENDER OFFER AND
CONSENT SOLICITATION FOR ITS 11 7/8% SENIOR NOTES DUE 2006,
SERIES B
Centerline, Michigan, July 29, 1999 - Aetna Industries, Inc. ("Aetna") today
announced that it has commenced a cash tender offer and consent solicitation
relating to its $85.0 million outstanding principal amount of 11 7/8% Senior
Notes due 2006, Series B (the "Notes").
The purchase price to be paid for each validly tendered Note will be based upon
a fixed spread of 50 basis points over the yield to maturity on the 6 1/4% U.S.
Treasury Note due October 1, 2001, plus accrued and unpaid interest on the Notes
to, but not including, the date of payment, less a consent payment equal to $30
per $1,000 principal amount of the Notes. Aetna expects that the purchase price
for the Notes will be fixed on August 20, 1999, when the yield on the reference
Treasury Note will be determined (or, if the tender offer is extended, the
second business day prior to the expiration date).
In conjunction with the tender offer, consents to certain proposed amendments to
the indenture governing the Notes are being solicited. Among other things, these
amendments would eliminate substantially all of the indenture's restrictive
covenants. Adoption of the proposed amendments requires the consent of holders
of at least a majority of the outstanding Notes. Holders who tender their Notes
will be required to consent to the proposed amendments.
Aetna will finance the purchase price and the consent payments with the proceeds
of a new credit facility and a new offering of notes by Aetna's parent, Trianon
Industries Corp ("Trianon"). The tender offer is conditioned upon, among other
things, the receipt of the consents and Trianon's completion of the new offering
of notes.
Holders who tender their Notes prior to the consent deadline will receive the
purchase price referred to above, plus a consent payment of $30 per $1,000
principal amount of Notes. The consent deadline is 5:00 p.m., New York City time
on August 10, 1999.
The tender offer will expire at midnight, New York City time, on August 24,
1999, unless terminated or extended.
Banc One Capital Markets, Inc., is acting as the dealer manager for the tender
offer and the consent solicitation. The depositary for the tender offer is
Norwest Bank Minnesota National Association.
This press release is neither an offer to purchase nor a solicitation of an
offer to sell the Notes. The tender offer and consent solicitation are made
pursuant to an Offer to Purchase and Consent Solicitation Statement dated July
28, 1999 and the related Consent and Letter of Transmittal, which more fully set
forth the terms of the tender offer and consent solicitation.
Additional information concerning the tender offer and consent solicitation may
be obtained from Banc One Capital Markets, Inc., High Yield Capital Markets, at
800-336-3533. Copies of the Offer to Purchase and Consent Solicitation Statement
and related documents may be obtained from MacKenzie Partners, Inc., the
information agent, at 800-322-2885.
Statements in this press release which are not historical facts or information
may be forward-
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looking statements based on current expectations that are covered under the
"safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. These forward-looking statements involve risks and uncertainties that
could cause the outcome to be materially different from expectations. Certain of
these risks and uncertainties are set forth in Aetna's 1998 annual report on
Form 10-K, its quarterly report on form 10-Q and subsequent filings filed with
the Securities and Exchange Commission.
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