FORM 8-K
CURRENT REPORT
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
December 16, 1996
ZURN INDUSTRIES, INC.
IRS Employer
State of Commission Identification
Incorporation File Number Number
Pennsylvania 1-5502 25-1040754
Address and
Telephone Number
One Zurn Place
Erie, Pennsylvania 16505
814-452-2111
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ITEM 5 - OTHER EVENTS
The Company's news release dated December 16, 1996 announcing the execution of
a definitive merger agreement in which an affiliate of Zurn has agreed to
acquire all the outstanding shares of common stock of Eljer Industries, Inc.
is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
ZURN INDUSTRIES, INC.
December 16, 1996 /s/ Dennis Haines
Dennis Haines
General Counsel and Secretary
EXHIBIT INDEX
20 Other Documents or Statements to Security Holders
News Release dated December 16, 1996
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EXHIBIT 20
FOR IMMEDIATE RELEASE
December 16, 1996
ZURN INDUSTRIES, INC. TO BUY ELJER INDUSTRIES, INC.
Dallas, TX... Eljer Industries, Inc. (NYSE:ELJ) and Zurn Industries, Inc.
(NYSE:ZRN) announced today the execution of a definitive merger agreement in
which an affiliate of Zurn has agreed to acquire all of the outstanding shares
of common stock of Eljer for $24.00 per share in cash. Zurn will commence a
tender offer for the Eljer shares by Friday, December 20, 1996. The
expiration date of the tender offer will be 20 business days following
commencement, unless the offer is extended.
Eljer, based in Dallas, TX is a leading manufacturer and marketer of high
quality building products, including plumbing, heating and ventilation
products, for residential and commercial construction, remodeling and repair,
and do-it-yourself markets. Eljer's 1995 revenues were $397.4 million. With
FY 1996 reported revenues of $421.5 million, Zurn, based in Erie, PA, is an
industry leader in manufacturing and marketing of plumbing products
(principally to the specification markets) and in providing water resource
construction services and fire protection systems.
The merger of Zurn and Eljer will create a leader in plumbing products and
HVAC markets. Zurn and Eljer believe that the merger offers very attractive
product and market synergies for both Zurn and Eljer products.
The transaction has received the approval of the Boards of Directors of both
companies and is subject to only customary regulatory approvals. The Board of
Directors of Eljer recommends that the offer be accepted by the Eljer
shareholders.
"The acquisition of Eljer fits perfectly with Zurn's strategic focus on
plumbing products and the growth of those businesses," said Robert R. Womack,
Zurn Chairman and CEO. "Eljer's products and markets are very complementary
with those of Zurn and we believe the combined business has significant
advantages."
Commenting on the merger, Scott G. Arbuckle, Eljer Chairman and CEO, said, "We
are pleased to have reached an agreement with Zurn which we feel is in the
best interest of our shareholders and also provides the Company with a strong
partner and resources for future growth. The management teams of our two
organizations fit well and we believe the outlook for the combined
organization to be exciting."
...more...
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Zurn Industries, Inc.
Page 2
Zurn has indicated that it will finance this transaction through a combination
of internal cash resulting from its recent sale of business units and loans
committed by its existing lenders.
Deutsche Morgan Grenfell Inc. acted as financial advisor to Zurn and Bear,
Stearns & Co., Inc. was financial advisor to Eljer. Deutsche Morgan Grenfell
will act as dealer-manager for the tender offer.
* * * * * * *
Contact: Zurn Industries, Inc.
John R. Mellett
Chief Financial Officer
Erie, PA
814/452-2111
Deutsche Morgan Grenfell
Jonathan P. Wendell
New York, NY
212/469-8016
Contact: Eljer Industries, Inc.
Brooks F. Sherman
Chief Financial Officer
Dallas, TX
972/407-2603
Bear, Stearns & Co. Inc.
Sheldon I. Stein
Dallas, TX
214/979-7935
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