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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
Date of Report (Date of earliest event reported)
May 18, 1995
CRSS INC.
(Exact name of registrant as
specified in its charter)
Delaware 1-7477 74-1677382
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
1177 West Loop South, Suite 800
Houston, Texas 77027
(Address of principal executive offices)
Registrant's telephone number, including area code (713) 552-2160
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ITEM 5. OTHER EVENTS
On May 17, 1995, the Registrant issued a press release stating that it
had entered into an Agreement of Merger with American Tractebel Corporation and
ATC Acquisition Corp.
ITEM 7. EXHIBITS
Exhibit 99. Press release dated May 17, 1995.
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 thereunto duly authorized.
CRSS INC.
Dated: May 17, 1995 By: /s/ Timothy R. Dunne
-------------------------------
Name: Timothy R. Dunne
Title: Vice President,
General Counsel and Secretary
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[CRSS LETTERHEAD] EXHIBIT 99
NEWS RELEASE
CONTACTS
AMERICAN TRACTEBEL: CRSS:
PHILIPPE VAN MARCKE BRUCE WILKINSON
212/751-6333, ext. 16 713/552-2324
GARY GREENBLATT BILL GARDINER
212/751-6333, ext. 15 713/552-2160
FOR IMMEDIATE RELEASE
AMERICAN TRACTEBEL CORPORATION TO ACQUIRE CRSS INC.
THROUGH TENDER OFFER
NEW YORK CITY; HOUSTON, May 17 - American Tractebel Corporation has entered
into a merger agreement with CRSS Inc. (NYSE: CRX) providing for American
Tractebel through a wholly-owned subsidiary to acquire CRSS through a cash
tender offer. The tender offer will commence promptly for all shares of CRSS at
a cash price of $14.50 per share, to be followed by a cash merger at the same
price for shares not tendered. The expiration date of the offer will be twenty
business days following the commencement, unless the offer is extended.
Including all outstanding options, CRSS has approximately 14.2 million shares
outstanding.
Purchase of shares pursuant to the tender offer will be subject to not less
than a majority of the outstanding shares on a fully diluted basis being validly
tendered and not withdrawn prior to the expiration date of the offer. In
addition, the offer is subject to usual and customary conditions, including
expiration of all applicable waiting periods under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 and the Exon-Florio Amendment.
The tender offer and subsequent cash merger were approved by the Board of
Directors of CRSS by unanimous vote of the directors present. The CRSS Board
determined that the terms of the offer and merger are fair to, and in the best
interests of CRSS shareholders and recommends that existing shareholders tender
their shares.
CRSS is a leading developer and operator of independent power and industrial
energy facilities. CRSS has developed primarily domestic energy projects that
represent a total capital investment of approximately $823
- more -
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CRSS Inc.
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million and produce combined electrical and thermal energy in excess of 1,340
equivalent megawatts for utility and industrial customers.
Commenting on the announced acquisition, Philippe van Marcke, President of
American Tractebel, states, "We are delighted to have the opportunity to
significantly increase our North American assets through CRSS' impressive list
of existing projects and projects under development. The acquisition will allow
a very experienced management and development team and highly skilled staff to
join us in our efforts within our industrial market niche."
Bruce Wilkinson, Chairman and Chief Executive Officer of CRSS, said, "We are
extremely pleased that a merger agreement has been reached with American
Tractebel. This is an outstanding value for our shareholders. Our entire
management team is enthusiastic about becoming part of the Tractebel
organization."
American Tractebel Corporation, based in New York, is an owner, operator and
developer of independent power generation projects in the United States and
Canada. American Tractebel Corporation is a subsidiary of Powerfin S.A. which
is the worldwide developer of independent electricity and gas projects for the
Tractebel Group, a Brussels-based major industrial group. Tractebel Group's
activities throughout the world include generation, transmission and
distribution of electricity, transportation and distribution of natural gas as
well as communications, engineering, technical installations and services to
the community, water treatment, environmental services and real estate.
Goldman, Sachs & Co. are acting as Dealer Managers of the tender offer.
