<PAGE>
This report contains 4 pages
(including cover page)
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)
September 9, 1998
----------------
THE WEST COMPANY, INCORPORATED
-----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Commission File Number 1-8036
--------------------------------
Pennsylvania 23-1210010
------------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
101 Gordon Drive, PO Box 645,
Lionville, PA 19341-0645
------------------------------------- ----------------------
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code 610-594-2900
--------------
N/A
-----------------------------------------------------------------
Former name, former address and former fiscal year, if changed
since last report.
<PAGE> Page 2
Item 5. Other Events.
On September 9, 1998, the Company announced a pre-tax charge to
earnings of $4.0 million, or $.15 per share. The press release
describing this event is included in Exhibit 99.1 hereto and
is incorporated herein by reference.
Page 3
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 thereunto duly authorized.
THE WEST COMPANY, INCORPORATED
-----------------------------------
(Registrant)
September 9, 1998 /s/ Steven A. Ellers
------------- ---------------------------------
Date (Signature)
Steven A. Ellers
Senior Vice President,
Finance and Administration
Page 4
INDEX TO EXHIBITS
Exhibit Page
Number Number
99.1 The Company's Press Release dated September
9, 1998.
Exhibit 99.1
( F I N A L 5:00 p.m.. September 8, 1998 )
THE WEST COMPANY ANNOUNCES "DUTCH AUCTION" SELF-TENDER FOR
2,000,000 SHARES; OUTLINES COST IMPROVEMENT PROGRAM
Lionville, PA September 9, 1998. The West Company today
announced the commencement of a self-tender of up to
2,000,000, approximately 11.7%, of its Common shares, at a
price range of no less than $27.00 per share and no more
than $31.00 per share. The tender period commences today
and expires at 5:00 p.m. New York City time on Wednesday,
October 7, 1998.
Under the terms of the tender, shareholders can specify
prices within the stated price range at which they are
willing to tender their shares. Upon receipt of all
tenders, the Company will determine one price per share that
will permit it to purchase up to 2,000,000 shares from those
shareholders who specified that they would sell shares at or
below that price. Complete details of the tender offer and
full instructions for tendering shares are contained in the
Share Repurchase Offering Document being sent to all
shareholders. Warburg Dillon Read LLC will serve as the
dealer manager for the offer. Shareholder Communications
Corporation will serve as the information agent.
William G. Little, Chairman and Chief Executive Officer,
commented, "The West Company is in an excellent position to
utilize its financial resources to acquire shares through
this self tender. Furthermore, the Board's decision to
approve this program reflects our confidence in the future
direction of the Company and the underlying value of The
West Company's shares."
Separately, the Company announced that as part of its
ongoing cost improvement programs, West will take a pre-tax
charge to earnings of approximately $4 million, or $.15 per
share, in the third quarter of 1998. This charge relates to
identified manufacturing and other efficiencies and
associated employee reductions. The Company expects to
recover the costs associated with this program within a two-
year period through efficiency gains.
Mr. Little added, "During the past few years, we have
increased our operating margins by executing a program of
consistent improvements at our manufacturing locations and
by controlling overhead costs. The further cost
efficiencies announced today will have a rapid payback. I
am encouraged by the business outlook for the Company for
the remainder of 1998 and into 1999."
<PAGE>
* * MORE * *
The foregoing discussion included "forward looking
statements" as that term is used under the Private
Securities Litigation Reform Act of 1995. The Company's
ability to recover the costs associated with the efficiency
program described above may be affected by many
uncertainties that exist in the Company's operations and
business environment that may cause a delay in the
achievement of the savings recovery or cause the recovery
not to occur to the fullest extent expected. Specific
factors include unanticipated future manufacturing and staff
additions and pressures on international operating
performance from currency fluctuations and the cost of raw
materials. In addition, the Company's results may differ
materially from those expressed in any forward-looking
statements by, or on behalf of, the company. These include,
but are not limited to, sales demand, timing of customers'
product introductions, the success of research and
development projects, competitive pressures, the strength or
weakness of the U.S. dollar, inflation, the cost of raw
materials, successful continuance of cost-improvement
programs, the timely transfer of technology, the potential
dilution from acquisitions of other businesses and the cost
of borrowing funds.
The West Company applies value-added services to the process
of bringing new drug therapies and healthcare products to
global markets. West's technologies include research and
development of delivery systems for challenging drug
molecules; the design and manufacture of packaging
components, systems and devices that effectively deliver and
differentiate drugs and healthcare products; contract
laboratory services; and commercialization processes for the
manufacturing, filling and packaging of drug and healthcare
products.
* * * * * * * * * * *
