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
Commission file Number 1-7276
Date of Report (Date of earliest event reported) March 24, 1998
EXOLON-ESK COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 16-0427000
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1000 EAST NIAGARA STREET, TONAWANDA, NY 14150
_____________________________________________________________________
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (716) 693-4550
NOT APPLICABLE
______________________________________________________
(Former name, former address and former fiscal year,
if changed since last report)
Page 1 of 3
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Item 5. Other Events
On March 24, 1998, Exolon-ESK Company (the "Company") issued the
attached press release with respect to its letter of intent with
Elektroschmelzwerk Kempten GmbH ("ESK") to purchase all of the European
Silicon Carbide assets of ESK. In a separate agreement, as noted in the
attached press release, several large shareholders of Exolon and their
affiliates will purchase the 50% of the Company currently owned by ESK.
Item 7. (c) Exhibits
(99) Text of press release dated March 24, 1998.
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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 behalf of
the undersigned hereunto duly authorized.
EXOLON-ESK
Date: March 25, 1998 By/s/ Robert Rieger
Robert Rieger
President and
Chief Executive Officer
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Exhibit 99
PRESS RELEASE
Tonawanda, New York and Munich, Germany March 24, 1998
The Boards of Directors of Exolon-ESK Company and Elektroschmelzwerk
Kempten GmbH ("ESK") announce the signing of a letter of intent for Exolon-
ESK to purchase the European Silicon Carbide assets of ESK.
These assets include furnacing operations in Delfzijl, Netherlands,
finished grain processing in Grefrath, Germany and certain specialized
product technology in Kempten, Germany.
In a separate transaction with a simultaneous closing, several large
shareholders of Exolon and their affiliates will purchase the 50% of
Exolon-ESK Company currently owned by ESK.
Exolon-ESK is the only remaining domestic producer of Silicon Carbide,
a strategic material used in abrasive, refractory, metallurgical,
electronics and other advanced technology applications. The purchase of
ESK's European operations demonstrates a strong commitment by Exolon-ESK to
compete globally while providing customers with a stable supply of high
quality material. In addition, certain product lines being acquired will
serve to diversify and expand the range of value-added offerings by the
company.
This acquisition will result in a doubling of Exolon-ESK's sales to
the $150 million per year range, with a total employment of approximately
650 persons. The acquired plants in Germany and the Netherlands will
complement the existing operations in Hennepin, Illinois; Thorold, Ontario
Canada; and Tonawanda, New York. Exolon-ESK also holds 50% ownership of a
Norwegian producer of Silicon Carbide, Orkla Exolon A/S.
It is anticipated the required due diligence will commence
immediately, and a closing of the transaction is presently contemplated for
mid-September, 1998. Further details concerning the transaction will be
announced at a later date.
For further information, please contact:
Robert Rieger
President & CEO
Exolon-ESK
716-693-4550
Dr. Hans Herrmann
Speaker of the Managing Board
Elektroschmelzwerk Kempten GmbH
011-49-89-62-79-4282
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