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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 Exchange Act of 1934
Date of Report: January 14, 1997
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Core Materials Corporation
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(Exact name of Registrant as specified in its charter)
Delaware 1-12505 31-1481870
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
800 Manor Park Drive, Columbus, Ohio 43228
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(Address of principal executive offices)
Registrant's telephone number, including area code: (614) 870-5007
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Item 1. Changes in Control of Registrant.
See Item 2.
Item 2. Acquisition or Disposition of Assets.
Effective December 31, 1996, pursuant to an Agreement and Plan
of Merger (the "Merger Agreement") between the Company and its
former parent company, RYMAC Mortgage Investment Corporation
("RYMAC"), dated as of November 1, 1996, pursuant to which RYMAC
agreed to merge with and into the Company (the "Merger"), and an
Asset Purchase Agreement between RYMAC and Navistar International
Transportation Corp. ("Navistar") dated as of September 12, 1996
and as amended on October 31, 1996 and on December 16, 1996 (as so
amended, the "Asset Purchase Agreement") the Company acquired
substantially all of the assets, properties and business, subject
to the assumption of certain liabilities, of Navistar's business
conducted at 800 Manor Park Drive, Columbus, Ohio (the "Columbus
Plastics Operation") relating primarily to the manufacture,
marketing and sale of fiberglass reinforced plastic component parts
(the "Assets"). In consideration for the Assets, Navistar received
at the closing ("Closing") of the Acquisition (1) $25,504,000,
subject to adjustments as described in the Asset Purchase
Agreement, payable by the Company in the form of a secured
promissory note (the "Secured Note") and (2) 4,264,000 shares of
Core Materials Corporation Common Stock representing approximately
45% of the total number of shares of Core Materials Corporation
Common Stock issued and outstanding on a fully diluted basis after
the Acquisition.
Under the new ownership structure, the Company intends to
conduct the same business as that described above under the prior
Navistar ownership. The Company will seek to expand sales with new
customers desiring parts manufactured with fiberglass-reinforced
plastic. In addition to Navistar's 45% common stock ownership
position, the Company's five member board includes two Navistar
executives. The ongoing supply relationship between Navistar and
the Company is documented in the form of a five year Comprehensive
Supply Agreement, renewable each year for an additional year with
both parties consent, for the Company to supply Navistar with all
its current fiberglass-reinforced component parts.
For additional information regarding the Merger, the
Acquisition and the nature of any material relationship between the
Company and Navistar and certain of its directors and officers, see
the information under the captions "The Acquisition", "The Merger",
"Business of Core Materials After the Acquisition" and "Management
of Core Materials After the Acquisition", which are hereby
incorporated by reference.
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Item 4. Changes in Registrant's Certifying Accountant.
Prior to the merger and acquisition, Ernst & Young LLP were
the independent auditors of RYMAC Mortgage Investment Corporation
and Deloitte & Touche LLP were the independent auditors of Core
Materials Corporation and of the Columbus Plastics Operation of
Navistar. The Company has elected to retain Deloitte & Touche LLP
as its independent auditors subsequent to the merger and
acquisition.
At the time of the merger and acquisition, there were no
outstanding issues or adverse opinions with Ernst & Young LLP.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a.) Financial Statements of Business Acquired
Incorporated by reference to the information set forth
under the caption "Columbus Plastics Operation (An
Operating Unit of Navistar International Transportation
Corp.)" on pages F-1 to F-9 of the Company's Form S-4
Registration Statement dated November 8, 1996 (SEC
Registration No. 333-15809).
(b.) Pro Forma Financial Information
Incorporated by reference to the information set forth
under the caption "Unaudited Pro Forma Combined Financial
Information of Core Materials" on pages 47-54 of the
Company's Form S-4 Registration Statement dated November
8, 1996 (SEC Registration No. 333-15809).
(c.) Exhibits
2.1 Agreement and Plan of Merger dated as of November
1, 1996 between RYMAC and the Company
(Incorporated by reference to Annex IV of the
Company's Form S-4 Registration Statement dated
November 8, 1996) (SEC File No. 333-15809).
2.2 Asset Purchase Agreement between Navistar and
RYMAC dated as of September 12, 1996, as amended
(Incorporated by reference to Annex I of the
Company's Form S-4 Registration Statement dated
November 8, 1996) (SEC File No. 333-15809).
16.1 Letter of Ernst & Young LLP
23.1 Consent of Deloitte & Touche LLP
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Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits (continued).
(c.) Exhibits (continued)
99.1 The information set forth under the caption
"Columbus Plastics Operation (An Operating Unit
of Navistar International Transportation Corp.)"
on pages F-1 to F-9 of the Company's Form S-4
Registration Statement dated November 8, 1996
[Incorporated by reference (SEC File No. 333-
15809)].
99.2 The information set forth under the caption
"Unaudited Pro Forma Combined Financial
Information of Core Materials" on pages 47-54 of
the Company's Form S-4 Registration Statement
dated November 8, 1996 [Incorporated by reference
(SEC File No. 333-15809)].
99.3 The information set forth under the captions "The
Acquisition", "The Merger", "Business of Core
Materials After the Acquisition" and "Management
of Core Materials After the Acquisition" of the
Company's Form S-4 Registration Statement dated
November 8, 1996 [Incorporated by reference (SEC
File No. 333-15809)].
99.4 Comprehensive Supply Agreement between Navistar
and the Company (Incorporated by reference as
Exhibit 10-B of the Company's Form S-4
Registration Statement dated November 8, 1996)
(SEC File No. 333-15809).
Item 8. Change in Fiscal Year.
The acquisition is being accounted for as a reverse
acquisition for financial reporting and accounting purposes. Prior
to the acquisition, the Columbus Plastics Operation had a fiscal
year ended of October 31. The Company's fiscal year end is
December 31.
Subsequent to the acquisition, the Company will retain its
December 31 fiscal year end, accordingly, consistent with reverse
acquisition accounting treatment, a two-month transition period
(November 1 - December 31, 1995) will be included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1996.
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SIGNATURE
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, hereunto duly authorized.
Core Materials Corporation
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(Registrant)
By: /s/ Richard R. Conte
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Richard R. Conte
Chief Financial Officer
Date: January 14, 1997
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EXHIBITS
2.1 Agreement and Plan of Merger dated as of November
1, 1996 between RYMAC and the Company
(Incorporated by reference to Annex IV of the
Company's Form S-4 Registration Statement dated
November 8, 1996) (SEC File No. 333-15809).
2.2 Asset Purchase Agreement between Navistar and
RYMAC dated as of September 12, 1996, as amended
(Incorporated by reference to Annex I of the
Company's Form S-4 Registration Statement dated
November 8, 1996) (SEC File No. 333-15809).
16.1 Letter of Ernst & Young LLP
23.1 Consent of Deloitte & Touche LLP
99.1 The information set forth under the caption
"Columbus Plastics Operation (An Operating Unit
of Navistar International Transportation Corp.)"
on pages F-1 to F-9 of the Company's Form S-4
Registration Statement dated November 8, 1996
[Incorporated by reference (SEC File No. 333-
15809)].
99.2 The information set forth under the caption
"Unaudited Pro Forma Combined Financial
Information of Core Materials" on pages 47-54 of
the Company's Form S-4 Registration Statement
dated November 8, 1996 [Incorporated by reference
(SEC File No. 333-15809)].
99.3 The information set forth under the captions "The
Acquisition", "The Merger", "Business of Core
Materials After the Acquisition" and "Management
of Core Materials After the Acquisition" of the
Company's Form S-4 Registration Statement dated
November 8, 1996 [Incorporated by reference (SEC
File No. 333-15809)].
99.4 Comprehensive Supply Agreement between Navistar
and the Company (Incorporated by reference as
Exhibit 10-B of the Company's Form S-4
Registration Statement dated November 8, 1996)
(SEC File No. 333-15809).
EXHIBIT 16.1 - LETTER OF ERNST & YOUNG LLP
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated January 14, 1997, of Core
Materials Corporation, formerly RYMAC Mortgage Investment
Corporation, and are in agreement with the statements contained in
paragraph 2 on page 3 therein. We have no basis to agree or
disagree with other statements of the registrant contained therein.
ERNST & YOUNG LLP
New York, New York
January 14, 1997
EXHIBIT 23.1 - CONSENT OF DELOITTE & TOUCHE LLP
We consent to the use in this Current Report on Form 8-K of
Core Materials Corporation of our report dated September 30, 1996
on the financial statements of the Columbus Plastics Operation (an
operating unit of Navistar International Transportation Corp.) as
of October 31, 1995 and 1994 and for each of the three years in the
period ended October 31, 1995, appearing in the registration
statement on Form S-4 (No. 333-15809) of Core Materials
Corporation, which is incorporated by reference into this Form 8-K.
DELOITTE & TOUCHE LLP
Chicago, Illinois
January 14, 1997
