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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) January 11, 1999
PEN HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Tennessee 333-60599 62-0852576
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
5110 Maryland Way, Suite 300 Brentwood, Tennessee 37027
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (615) 371-7300
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Item 5. Other Information
Attached hereto and incorporated herein by reference is the Company's
January 14, 1999 press release regarding a settlement with the IRS in its Tax
Court case.
As previously disclosed, the IRS continues to examine the Company's
1990-1993 tax years with respect to other issues. The settlement, however, does
cover the years 1990-1994 on one central issue that had been in the Tax Court
case.
In accordance with the terms of the Company's Convertible Preferred
Stock, the amount of liquidation preference on this stock is reduced by the
amount of the IRS settlement. For more information, see "Risk Factors -
Potential Tax Liability" and "Business - Legal Proceedings" in the Company's
Prospectus dated November 4, 1998 on file with the Securities and Exchange
Commission.
Item 7. Financial Statements and Exhibits
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<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
99.01......................................Press release dated January 14, 1999
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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 thereunto duly authorized.
Date: January 20, 1999 PEN HOLDINGS, INC.
By: /s/ Mark A. Oldham
----------------------------------------
Name: Mark A. Oldham
Title: Senior Vice President, Secretary
and Treasurer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
99.01......................................Press release dated January 14, 1999
</TABLE>
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Pen Holdings, Inc. Settles With IRS
Brentwood, TN, January 14, 1999 - Pen Holdings, Inc. announced today that it has
settled all issues with the Internal Revenue Service which were contained in the
U.S. Tax Court petition the Company filed in 1995. William E. Beckner, Pen's
President and CEO, commented: "This settlement demonstrates that our position on
the issues was absolutely correct. We decided to settle the case for a payment
of less than 5% of the IRS' original claim to avoid the continuing cost of
litigation."
In addition to settling the Tax Court case which covered the tax years 1982
through 1989, the settlement also covers the years 1990 through 1994 on one
central issue that had been before the Tax Court.
There will be no impact on earnings since the Company had provided a sufficient
reserve to cover the settlement.
