SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) April 26, 2000
ACME ELECTRIC CORPORATION
(Exact Name of Registrant as Specified in Charter)
New York 1-8277 16-0324980
(State or Other (Commission (IRS Employer
Jurisdiction File Number) Identification
of Incorporation) No.)
400 Quaker Road, East Aurora, New York 14052
(Address of Principal Executive Offices (Zip Code)
Registrant's telephone number, including area code (716) 655-3800
N/A
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On April 26, 2000, Acme Electric Corporation issued the
attached press release.
Item 7. Exhibits.
(i) Press release.
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 hereunto duly authorized.
ACME ELECTRIC CORPORATION
(Registrant)
Date: April 26, 2000 By:______________________
Robert J. McKenna
Chairman and Chief
Executive Officer
2-2-2-2-2
CONTACT:
Richard Becht
(716) 655-3800
FOR IMMEDIATE RELEASE
ACME ELECTRIC CORPORATION ACCEPTS BUYOUT OFFER
EAST AURORA, NY, April 26, 2000 -- Acme Electric Corporation (Nasdaq:
ACEE) announced today that it has accepted an offer made by its Chairman
and Chief Executive Officer, Robert J. McKenna, in alliance with Strategic
Investments and Holdings, Inc., to take Acme private. The Agreement and
Plan of Merger executed today provides for the merger of Acme and a newly
formed corporation controlled by McKenna and Strategic. In the merger,
shares of Acme common stock will be converted into the right to receive
$7.65 in cash for each share held. The transaction is valued at
approximately $49 million in total, including stock option redemptions and
the assumption of $9.5 million in company debt.
A special committee of independent directors of the Acme Board, formed
to consider and respond to the buyout proposal, has unanimously approved
acceptance of the offer. The special committee retained Winthrop, Stimson,
Putnam & Roberts as legal counsel and has engaged Ernst & Young LLP to
render an opinion as to the fairness, from a financial point of view, of
the consideration to be received by Acme's shareholders. Closing of the
transaction is conditioned upon receipt of the fairness opinion from Ernst
& Young, approval by Acme's shareholders, the availability of the financing
necessary to consummate the transactions, and other customary conditions.
The transaction is expected to close within the next 60-120 days.
Mr. McKenna stated, "This transaction accomplishes our overall
objective of delivering value to our shareholders, while ensuring that all
our continuing constituents -- business partners, customers, and employees
- -- can rely on Acme to continue to provide the high quality products and
service for which we are known."
Robert T. Brady, head of the special committee of independent
directors of the Acme Board, said, "In light of conditions for smaller
capitalization companies, the management and Board of Acme have been
engaged in a process of reviewing strategic alternatives in order to
maximize shareholder value. The Board determined that this transaction
would deliver immediate value, while continuing to meet the needs of the
Company, as well as its constituents. A number of alternatives, including
the sale of parts of the Company, or the Company in its entirety, were
explored, and this particular offer was determined to provide the best
value available to the shareholders."
Strategic Investments and Holdings, Inc. is a private investment
holding company that acquires and grows companies in partnership with
operating management. It has invested in over 65 such companies since its
inception in 1983.
Founded in 1917, Acme Electric Corporation is a leader in the design
and manufacture of power conversion equipment for electronic and electrical
systems for industrial, commercial, residential, and military and aerospace
applications. Corporate headquarters are in East Aurora, NY, with
operations in Cuba, NY, Lumberton, NC, Tempe, AZ, and Monterrey, Mexico.
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