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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 1934
April 19, 1996
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Date of Report (Date of earliest event reported)
Chicago Rivet & Machine Co.
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(Exact name of registrant as specified in its charter)
Illinois 0-1227 36-0904920
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
901 Frontenac Road, Naperville, IL 60563
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(Address of principal executive offices) (Zip Code)
(708) 357-8500
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(Registrant's telephone number)
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ITEM 5. OTHER EVENTS.
On April 19, 1996, Chicago Rivet & Machine Co. (the "Registrant")
entered into a conditional agreement (the "Conditional Agreement") to purchase
(the "Acquisition") substantially all of the assets and assume certain
liabilities of H & L Tool Company, Inc. of Madison Heights, Michigan. H & L
Tool Company, Inc., established in 1945, is a privately-held manufacturer of
specialty cold-formed fasteners and screw machine products primarily serving the
automotive industry. Consummation of the Acquisition is subject to various
conditions, including satisfactory completion by the Registrant of its due
diligence investigation and the negotiation of a satisfactory purchase and sale
agreement. There can be no assurance that the Acquisition will be consummated.
While the exact purchase price will be determined by the definitive contract,
the purchase price is expected to be approximately $19 million in a combination
of cash and the assumption of certain liabilities. The Acquisition is expected
to be financed by a combination of available cash and borrowings of
approximately $8 million. A copy of the Registrant's press release, issued
April 19, 1996, relating to the proposed Acquisition is attached hereto as
Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Exhibit No. Description
99.1 Press release of the Registrant, issued April 19, 1996.
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
CHICAGO RIVET & MACHINE CO.
/s/ JOHN C. OSTERMAN
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John C. Osterman
Dated: April 22, 1996 President, Chief Operating Officer and
Treasurer
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EXHIBIT INDEX
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EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
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99.1 Press release of the Registrant, issued April 19, 1996 5
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EXHIBIT 99.1
Naperville, IL 4/19/96:
Chicago Rivet & Machine Co. (AMEX, symbol CVR) announced today that it has
entered into a conditional agreement to purchase substantially all of the
assets and assume certain liabilities of H & L Tool Company, Inc. of Madison
Heights, Michigan. The transaction is subject to various conditions, including
completion by the Company of its due diligence investigation and the
negotiation of a satisfactory purchase and sale agreement. While the exact
purchase price will be determined by the definitive contract, the purchase
price is expected to be approximately $19 million, in a combination of cash and
the assumption of certain liabilities. The transaction is expected to be
financed by a combination of available cash and outside borrowing. Total
borrowing is expected to be approximately $8 million. The assets to be
purchased include all of H & L Tool's production equipment and facilities
located in Madison Heights, Michigan. Upon completion of the transaction,
Chicago Rivet intends to continue operations at that location under the H & L
Tool name.
Chicago Rivet & Machine Co. is a manufacturer of rivets, cold-formed fasteners
and automated assembly equipment primarily for the automotive and appliance
industries privately held. H & L Tool Company, Inc., established in 1945, is a
privately held manufacturer of specialty cold-formed fasteners and screw
machine products primarily serving the automotive industry.
For further information, contact:
John C. Osterman
President, Chicago Rivet & Machine Co.
708-357-8500
