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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 (Date of earliest event reported): March 3, 1998
TEKNI-PLEX, INC.
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(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C> <C>
Delaware 333-28157 22-3286312
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(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)
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<TABLE>
<S> <C>
201 Industrial Parkway
Somerville, NJ 08876
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(Address of Principal Executive Offices) (Zip Code)
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(908) 722-4800
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(Registrant's telephone number, including area code)
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. Acquisition or Disposition of Assets.
ITEM 5. Other Events.
On March 3, 1998, Tekni-Plex, Inc. ("Tekni-Plex") issued a
press release announcing, among other things, the completion on that date of
the merger of P.T. Holding, Inc. ("Merger Sub"), a wholly-owned subsidiary of
Tekni-Plex, with and into PureTec Corporation, a Delaware corporation
("PureTec") pursuant to the Agreement and Plan of Merger (the "Merger
Agreement") dated as of November 11, 1997 among Tekni-Plex, PureTec, Merger
Sub, and Plastic Specialties and Technologies, Inc. The information contained
in the press release, including information regarding consideration given for
PureTec shares, is incorporated herein by reference (the press release is
attached hereto as Exhibit 99.1). The transaction is valued at approximately
$325,000,000, including approximately $215,000,000 in debt or other
obligations that were repaid or assumed.
The acquisition was financed by a private offering of
$200,000,000 of Senior Subordinated Notes of Tekni-Plex, Inc., by a senior
secured bank term loan of $115,000,000 provided by a syndicate led by Morgan
Guaranty Trust Company of New York, and by available cash at Tekni-Plex.
Both Tekni-Plex and PureTec hold leading positions in a number
of related markets for plastic products and materials. These include medical
and pharmaceutical applications, and a wide variety of high value-added
packaging products.
ITEM 7(c). Financial Statements, Pro Forma Financial
Information, and Exhibits.
(a) Financial Statements of the Business Acquired
Previously filed by PureTec as a part of its Annual Report on
Form 10-K for the year ended July 31, 1997 and Quarterly Report on Form 10-Q
for the quarter ended October 31, 1997 and incorporated herein by reference.
(b) Pro Forma Financial Statements
To be filed by amendment within the period required by Item
7(a)(4) of Form 8-K.
(c) Exhibits
Exhibit 2.1 Agreement and Plan of Merger dated as of November 11, 1997 among
Tekni-Plex, Inc., PureTec Corporation, P.T. Holding, Inc., and
Plastic Specialties and Technologies, Inc. This agreement was
filed with the Commission on January 27, 1998 by PureTec as
Annex I to its Proxy Statement on Schedule 14A (File No. 000-26508),
and is incorporated herein by reference.
Exhibit 99.1 Press Release dated March 3, 1998.
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 hereunto duly authorized.
TEKNI-PLEX, INC.
Dated: March 17, 1998 By: /s/ F. Patrick Smith
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Name: F. Patrick Smith
Title: Chief Executive Officer
INDEX TO EXHIBITS
Sequential
Exhibit No. Description Page No.
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Exhibit 99.1 Press Release dated March 3, 1998.
Exhibit 99.1
For Immediate Release
Contact:
William A. Walkowiak, CFA
Tekni-Plex, Inc.
65 Railroad Avenue
Ridgefield, NJ 07657
201-941-6550, Ext. 107
Tekni-Plex/PureTec Merger Completed
Somerville, New Jersey, March 3, 1998 -- Tekni-Plex, Inc.
announced today that the closing transactions have been completed to merge
PureTec Corporation (NASDAQ: PURT) into a subsidiary of Tekni-Plex, Inc. As of
today, PureTec is a wholly-owned subsidiarity of Tekni -Plex. Under the terms
of the merger agreement, PureTec stockholders will receive $3.50 in cash for
each share of PureTec common stock. Today is expected to be the last day of
trading in PureTec common stock.
Today's transactions also included the merger of PureTec's 97%
owned subsidiary, Plastic Specialities and Technologies, Inc. ("PS&T"), into
an indirect subsidiary of PureTec Corporation. Under the terms of this
merger, stockholders of outstanding shares of PS&T common stock will receive
$7.00 per share.
The transactions were financed by Tekni-Plex's private offering
of $200 million of 9 1/4% Senior Subordinated Notes due 2008, as well as a
senior secured bank financing.
Tekni-Plex holds leading positions in a number of markets for
plastic products and materials. These include medical and pharmaceutical
applications, and a wide variety of high value-added packaging products.
