SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): May 24, 1999
ROHN Industries, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-8009 84-1294908
(State of incorporation) (Commission File Number) (IRS Employer
Identification No.)
6718 West Plank Road, Peoria, Illinois 61604
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (309) 697-4400
<PAGE>
Item 5. OTHER EVENTS
On May 24, 1999, ROHN Industries, Inc. (the "Company") announced
actions to reduce costs and streamline operations. In addition, the Company
announced that based on a strategic review by the Board of Directors and
discussions with the Company's majority shareholder, UNR Asbestos-Disease
Claims Trust, both parties have concluded not to pursue the sale of the
Company or the merger of the Company with a strategic partner at this time.
The Company also announced that Timothy W. Kirk, Esq., Vice President,
General Counsel and Secretary and Craig A. Ahlstrom, Vice President of
Sales and Marketing have resigned. In addition to these resignations, the
Company stated that it will reduce headcount at its Peoria facility by 24
employees. Since October 1998, the Company has reduced its workforce by 28%
including employees and contract personnel. ROHN noted that the workforce
reductions will result in estimated annual savings of $1.8 million and that
the Company will record a one-time, second quarter charge of approximately
$1.0 million in connection with the workforce reduction.
As a result of lower than expected sales and gross margins, the
Company expects cash flow from operations to decrease significantly in
1999. However, ROHN has $18.8 million in cash, and remains confident that
it will meet its ongoing working capital and capital expenditure
requirements from operating cash flows.
The Company also announced that John ("Jack") H. Laeri, Jr. and Alan
Schwartz were elected at the May 18, 1999 Annual Meeting of Stockholders.
As previously announced, Michael E. Levine was appointed Chairman of the
Board, succeeding Gene Locks who remains a Board member. Messrs. Laeri,
Schwartz and Levine replace Board members Charles M. Brennan III, Darius W.
Gaskins, Jr., and Ruth R. McMullin.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(c) Exhibits
Exhibit 99 Press Release, dated May 24, 1999, issued
by ROHN Industries, Inc.
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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.
ROHN INDUSTRIES, INC.
(Registrant)
By: /s/ Brian B. Pemberton
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President and Chief
Executive Officer
Date: May 25, 1999
EXHIBIT 99
FOR IMMEDIATE RELEASE Contact: Brian B. Pemberton
- --------------------- President & CEO
ROHN Industries, Inc.
(309) 633-2690
ROHN INDUSTRIES TAKES ACTION TO REDUCE COSTS, STREAMLINE OPERATIONS;
WILL NOT PURSUE SALE OF COMPANY
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COMPANY NAMES NEW DIRECTORS
PEORIA, IL, (MAY 24, 1999) - ROHN Industries, Inc. (Nasdaq: ROHN), a
leading provider of wireless infrastructure equipment for the
telecommunications industry, announced today actions to reduce costs and
streamline operations. In addition, the Company announced that based on a
strategic review by the Board of Directors and discussions with the
Company's majority shareholder, UNR Asbestos-Disease Claims Trust, both
parties have concluded not to pursue the sale of the Company or merger with
a strategic partner at this time. The Board will continue to examine
various alternatives that are consistent with the primary objective of
enhancing long-term value for all shareholders.
The Company also announced that Timothy W. Kirk, Esq., Vice President,
General Counsel and Secretary and Craig A. Ahlstrom, Vice President of
Sales and Marketing have resigned. In addition to these resignations, ROHN
stated that it will reduce headcount at its Peoria facility by 24
employees. As previously announced, David V. LaRusso, Vice President and
Chief Financial Officer resigned, effective May 14, 1999. The Company noted
that current management is assuming these executive responsibilities.
Since October 1998, the Company has reduced its workforce by 28%
including employees and contract personnel. ROHN noted that the workforce
reductions will result in estimated annual savings of $1.8 million. The
Company will record a one-time, second quarter charge of approximately $1.0
million in connection with the workforce reduction.
"While we appreciate the contributions of all of our employees, it has
become increasingly clear that the Company's cost structure does not
reflect current business conditions," said Brian B. Pemberton, President
and Chief Executive Officer, ROHN.
As a result of lower than expected sales and gross margins, the
Company expects cash flow from operations to decrease significantly in
1999. However, ROHN has $18.8 million in cash, and remains confident that
it will meet its ongoing working capital and capital expenditure
requirements from operating cash flows.
The Company also announced that John ("Jack") H. Laeri, Jr. and Alan
Schwartz were elected to the Company's Board of Directors at the May 18,
1999 Annual Meeting of Stockholders. As previously announced, Michael E.
Levine was appointed Chairman of the Board, succeeding Gene Locks who
remains a Board member. Messrs. Laeri, Schwartz and Levine replace Board
members Charles M. Brennan III, Darius W. Gaskins, Jr., and Ruth R.
McMullin.
Commenting on the election of the new Board members, Pemberton said,
"I am pleased that Jack, Mike and Alan will join ROHN's Board. I am looking
forward to working with these Board members on our shared goal of
maximizing value for all stockholders. Their experience will provide
management with valuable insights as we work to restore market share and to
protect and build the Company's leading manufacturing and installation
capabilities."
Mr. Levine, 58, was most recently Executive Vice President, Marketing
and International, for Northwest Airlines. His responsibilities also
included planning, information technology, reservations and product
development. Previously, Mr. Levine had served as Dean of the School of
Management at Yale University and CEO of New York Air. Mr. Laeri, 63, is
Chairman of Meadowcroft Associates Inc., a private investment banking firm.
He also serves as President and Chief Executive Officer of The GolfCoach,
Inc., a golf products marketer as well as Chairman of the
UNR-Asbestos-Disease Claims Trust. Mr. Schwartz, 59, is the Sterling
Professor at Yale Law School and Professor at the Yale School of
Management. He also serves as a Director of Cleveland-Cliffs, Inc. (NYSE:
CLF), a provider of iron products and services.
ROHN Industries, Inc. is a leading manufacturer and installer of
telecommunications infrastructure equipment for the wireless and fiber
optic industry including cellular, PCS, fiber optic networks for the
internet, radio and television broadcast markets. The Company's products
include towers, equipment enclosures/shelters, cabinets, poles and antennae
mounts. ROHN has manufacturing locations in Peoria, Illinois; Frankfort,
Indiana; Bessemer, Alabama; and Curitiba, Brazil.
# # #
Safe Harbor under the Private Litigation Reform Act of 1995: Matters
discussed in this release may contain forward-looking statements, which
reflect the Company's current judgement on certain issues. Because such
statements apply to future events, they are subject to risks and
uncertainties that could cause the actual operating and other results to
differ materially, as discussed in the Company's filing with the SEC.
