CRAGAR INDUSTRIES INC /DE
8-K, 1998-10-19
MOTOR VEHICLE PARTS & ACCESSORIES
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                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549
                                          
                                          
                                          
                                      FORM 8-K
                                          
                                   CURRENT REPORT
                       PURSUANT TO SECTION 13 OF 15(d) OF THE
                          SECURITIES EXCHANGE ACT  OF 1934
                                          
                                          
                 October 14, 1998 (Date of earliest event reported)
                                          
                              CRAGAR INDUSTRIES, INC.
               (Exact Name of Registrant as Specified in its Charter)

          DELAWARE                    1-12559                   86-0721001
(State or Other Jurisdiction        (Commission               (IRS Employer
     of Incorporation)              File Number)           Identification No.)

                                          
         4636 North 43rd Avenue, Phoenix, Arizona                  85031
         (Address of Principal Executive Offices)               (Zip Code)
                                          
         Registrant's telephone number, including area code (602) 247-1300
                                          
                                   Not Applicable
           (Former Name or Former Address, if Changed Since Last Report)
                                          


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ITEM 5.  OTHER EVENTS.

     After the close of the market on October 14, 1998, Cragar Industries, 
Inc. (the "Company") received correspondence from Nasdaq indicating that the 
Nasdaq Listing Qualifications Panel had decided to immediately delist the 
Company's Common Stock and Warrants from the Nasdaq SmallCap Market.  The 
Company's Common Stock and Warrants will become immediately eligible for 
trading on the OTC Bulletin Board.

     This delisting followed a decision by the Nasdaq Listing Qualifications 
Panel regarding the Company's appeal for an exemption from the recently 
adopted requirements for continued listing on the Nasdaq SmallCap Market.  
The Company was unable to obtain this exemption because it failed to meet the 
net tangible asset/market capitalization/net income requirements.

     The Company's Common Stock and Warrants continue to be listed on the 
Boston Stock Exchange under the symbols "CWH" and "CWHW," respectively.  
There can be no assurance that the Company will continue to maintain 
compliance with the requirements for continued listing of its Common Stock 
and Warrants on the Boston Stock Exchange.

     On October 15, 1998, the Company issued a press release relating to the 
Nasdaq Listing Qualifications Panel's decision.  A copy of the press release 
is filed herewith as Exhibit 99.1 and is hereby incorporated herein by 
reference.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c)  Exhibits

EXHIBIT
NUMBER    DESCRIPTION    

99.1      Press Release dated October 15, 1998



                                     SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned hereunto duly authorized.

                                          CRAGAR INDUSTRIES, INC.
                                        ---------------------------
                                              (Registrant)

Date:  October 19, 1998                 By /s/ MICHAEL L. HARTZMARK
- -----------------------                 ---------------------------
                                              (Signature)
 
                                        Michael L. Hartzmark
                                        President, Treasurer & CEO


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                                                               EXHIBIT 99.1
                                    PRESS RELEASE
                        CRAGAR ANNOUNCES NASDAQ LISTING STATUS

     October 15, 1998 -- Phoenix, Arizona -- CRAGAR Industries, Inc. today 
announced that it received correspondence from Nasdaq after the close of the 
market on October 14, 1998 indicating a decision by the Nasdaq Listing 
Qualifications Panel to immediately delist the Company's Common Stock and 
Warrants from the Nasdaq SmallCap Market.  Nasdaq has notified the Company 
that the Common Stock and Warrants will become eligible for trading on the 
OTC Bulletin Board.

     This event followed a decision by the Nasdaq Listing Qualifications 
Panel regarding the Company's appeal for an exemption from the recently 
adopted requirements for continued listing on the Nasdaq SmallCap Market.  
The Company was unable to obtain such an exemption because of its failure to 
meet the net tangible asset/market capitalization/net income requirements.

     The Company's Common Stock and Warrants continue to be listed on the 
Boston Stock Exchange under the symbols "CWH" and "CWHW", respectively.  
There can be no assurance the Company will continue to maintain compliance 
with the requirements for continued listing on the Boston Stock Exchange with 
respect to the Common Stock and Warrants.

     CRAGAR Industries, Inc. is an international designer, producer, and 
seller of custom wheels and wheel accessories for cars, trucks, vans, sport 
utility vehicles, racing vehicles, and motorcycles.

     For additional information, contact Michael L. Hartzmark, President and 
CEO, 602-247-1300.  Internet address: http:\\www.prnewswire.com/cnoc.  To 
obtain hard copies, call Fax-On-Demand at 800-758-5804.

     This release includes statements, which may constitute forward-looking 
statements, made pursuant to the safe harbor provisions of the Private 
Securities Litigation Reform Act of 1995.  Such forward-looking statements 
include, among other items, statements regarding the Company's business 
strategy, growth strategy, anticipated synergies and benefits resulting from 
potential acquisitions and future acquisition plans, and anticipated trends 
in the Company's business.  Forward-looking statements are inherently subject 
to risks and uncertainties, some of which cannot be predicted or quantified. 
Future events and actual results could differ materially from those set forth 
in, contemplated by, or underlying the forward-looking statements.  Please 
refer to the Risk Factors in the Company's filings with the Securities and 
Exchange Commission which identify certain important factors that could cause 
the actual results to differ materially from those contained in our 
forward-looking statements.  These factors include, but are not limited to, 
the bankruptcy of the Company's primary customer, dependence on external 
financing, product availability, market conditions, as well as general 
economic conditions.  In view of the significant uncertainties inherent in 
the forward-looking statements discussed above, the inclusion of such 
information should not be regarded as a representation by the Company or any 
other person that the objectives and plans of the Company will be achieved.



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