UNITED STATES
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
October 22, 1998
Date of Report
(Date of earliest event reported)
Temtex Industries, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-5940 75-1321869
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
5400 LBJ Freeway
Suite 1375
Dallas, Texas 75240
(Address of principal executive offices) (Zip Code)
(972) 726-7175
Registrant's telephone number, including area code
N/A
(Former name or former address, if changed since last report)
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ITEM 5. Other Events.
As permitted by General Instruction F to Form 8-K
promulgated under the Securities Exchange Act of 1934, as
amended, Temtex Industries, Inc., a Delaware corporation (the
"Registrant"), is filing as an exhibit to this Current Report on
Form 8-K, that press release issued by and on behalf of the
Registrant on October 22, 1998, which such press release is
specifically incorporated herein by reference.
ITEM 7. Financial Statements And Exhibits
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.
--------
99.1 Press Release issued October 22, 1998 (filed herewith)
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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.
TEMTEX INDUSTRIES, INC.
Date: October 22, 1998
By: /s/ R. N. STIVERS
-------------------------
R. N. Stivers
Vice President-Finance
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INDEX TO EXHIBITS
Exhibit Description
- ----------- ------------------------------------------------------
99.1 Press Release issued October 22, 1998 (filed herewith)
TEMTEX INDUSTRIES, INC.
5400 LBJ FREEWAY
SUITE 1375
DALLAS, TEXAS 75240-2602
TEL: 972/726-7175
FAX: 972/726-0315
For Immediate Release
- ---------------------
TEMTEX INDUSTRIES AGREES TO SELL
BRICK DIVISION TO ACME BRICK COMPANY
SALE OF TEXAS CLAY INDUSTRIES IS CONSISTENT
WITH STRATEGIC FOCUS UPON FIREPLACE AND HEATING BUSINESS
Dallas, Texas (October 22, 1998) -- TEMTEX INDUSTRIES, INC.
(Nasdaq National Market: "TMTX"), a leading manufacturer of
fireplace products, today announced that it has entered into a
definitive agreement to sell the assets of its Texas Clay
Industries brick manufacturing division to Acme Brick Company.
The Company is expected to received between $12.0 and $12.5
million, subject to post-closing adjustments, retained
liabilities and indemnity obligations. In addition Acme Brick
Company has agreed to assume certain liabilities associated with
the brick business. Acme Brick Company is a subsidiary of Justin
Industries (Nasdaq National Market: "JSTN"). The successful
completion of this transaction, which has been approved by the
Boards of Directors of both companies, is contingent upon
approval by the shareholders of Temtex Industries in a vote which
should occur within the next 60 days. The sale is expected to be
finalized immediately after such vote. Temtex Industries expects
to realize an after tax gain from discontinued operations of
approximately $5.3 million, as a result of this transaction.
"We consider this transaction to be in the best long-term
interests of our shareholders," commented Edwin R. Buford,
president and chief executive officer of Temtex Industries. "The
cash proceeds from our sale of Texas Clay will allow Temtex to
redeploy significant assets into our core business, which
includes the manufacture and distribution of wood, natural gas,
and propane-burning zero clearance metal fireplaces, gas log
sets, and related products. Our goal is to continue broadening
our fireplace product lines and improve the efficiency of our
manufacturing facilities in the U.S. and Mexico."
"Following the completion of this transaction, Temtex should be
well-positioned to expand market share, improve manufacturing
efficiencies, and broaden distribution capabilities through the
acquisition of complementary companies and compatible product
lines. Our purchase of the assets and technology of Toronto-based
GSW, Inc. in June 1998 is an example of the type of acquisitions
which we would like to make in the future. In the three months
since the acquisition of the GSW product line, we have
significantly expanded our market presence in Canada, broadened
our line of products in the fast-growing direct-vent fireplace
market, added a number of new distributors in
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United States, and improved the throughput of our manufacturing
facilities."
Temtex Industries, is a leading manufacturer and distributor of
zero-clearance metal fireplace products and gas fireplace
equipment, including vent-free gas logs. Its products are
marketed to residential and commercial builders, homeowners, and
home remodeling contractors. Temtex Industries is headquartered
in Dallas, Texas and its manufacturing facilities are located in
Tennessee, California and Mexico.
The common stock of Temtex Industries, Inc. is traded on the
Nasdaq National Market under the symbol "TMTX".
THIS PRESS RELEASE INCLUDES STATEMENTS THAT MAY CONSTITUTE
"FORWARD-LOOKING" STATEMENTS, USUALLY CONTAINING THE WORDS
"BELIEVE", "ESTIMATE", "PROJECT", "EXPECT" OR SIMILAR
EXPRESSIONS. THESE STATEMENTS ARE MADE PURSUANT TO THE SAFE
HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGIATION REFORM
ACT OF 1995. FORWARD-LOOKING STATEMENTS INHERENTLY INVOLVE RISKS
AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THE FORWARD-LOOKING STATEMENTS. FACTORS THAT
WOULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE, BUT ARE
NOT LIMITED TO, CONTINUED ACCEPTANCE OF THE COMPANY'S PRODUCTS IN
THE MARKETPLACE, COMPETITIVE FACTORS, NEW PRODUCTS AND
TECHNOLOGICAL CHANGES, PRODUCT PRICES AND RAW MATERIAL COSTS,
DEPENDENCE UPON THIRD-PARTY VENDORS, AND OTHER RISKS DETAILED IN
THE COMPANY'S PERIODIC REPORT FILINGS WITH THE SECURITIES AND
EXCHANGE COMMISSION. BY MAKING THESE FORWARD-LOOKING STATEMENTS,
THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE THESE STATEMENTS
FOR REVISIONS OR CHANGES AFTER THE DATE OF THIS RELEASE.
For further information, please contact:
Roger N. Stivers, Vice President, Finance at (972) 726-7175
or
R. Jerry Falkner, Investor Relations at (800) 377-9893
