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):
December 3, 1998
FANSTEEL INC.
(Exact name or registrant as specified in its charter)
Delaware 1-8676 36-1058780
(State or other (Commission file (I.R.S. Employer
jurisdiction of number) ID No.)
incorporation)
Number One Tantalum Place,
North Chicago, Illinois 60064
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (847)689-4900
Page 1 of 4 pages
Exhibit Index on page 4
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Item 5. Other Events.
The Year 2000 statement attached as an exhibit hereto and
incorporated by reference herein is hereby designated as a "Year 2000 Readiness
Disclosure" as defined in section 3(9) of the Year 2000 Information and
Readiness Disclosure Act (Public Law 105-271), as enacted on October 19, 1998.
This Year 2000 Readiness Disclosure represents a statement included in prior
filings with the Securities and Exchange Commission and has been or may in the
future be superseded by the Company's most current disclosure regarding Year
2000 readiness. As of the date hereof, the Company's most current disclosure
regarding Year 2000 readiness is included in the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1998.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits. The following exhibit is filed as part of this Current
Report on Form 8-K:
DESCRIPTION EXHIBIT NO.
Year 2000 Readiness 99.1
Disclosure
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
FANSTEEL INC.
BY: /s/ Michael J. Mocniak
------------------------------
Michael J. Mocniak
Vice President, General Counsel
and Secretary
DATE: December 3, 1998
Page 3 of 4 pages
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EXHIBIT INDEX
Exhibit Number Description
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99.1 Year 2000 Readiness Disclosure
Page 4 of 4 pages
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Exhibit 99.1
Year 2000 Readiness Disclosure
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Impact of Year 2000
Some of the Company's older computer programs were written using two
digits rather than four to define the applicable year. As a result, those
computer programs have time-sensitive software that recognize a date using "00"
as the year rather than the year 2000. This could cause a system failure or
miscalculations causing disruptions of operations, including, among other
things, a temporary inability to process transactions, send invoices, or engage
in similar normal business activities.
The Company has completed an assessment and will have to modify or replace
portions of its software so that its computer systems will function properly
with respect to dates in the year 2000 and thereafter. The total Year 2000
project cost is estimated at approximately $1 million, which includes $690,000
for leasing new software and upgrades to existing computer equipment, most of
which would have been done through normal operations of the information systems.
The project is estimated to be completed not later than March 31, 1999,
which is prior to any anticipated impact on its operating systems. The Company
believes that with modifications to existing software and conversions to new
software, the Year 2000 Issue will not pose significant operational problems for
its computer systems. However, if such modifications and conversions are not
made or are not completed in a timely manner, the Year 2000 Issue could have a
material impact on the operations of the Company.
The Company has initiated formal communications with all of its
significant suppliers and large customers to determine the extent to which the
Company's interface systems are vulnerable to those third parties' failure to
remediate their own Year 2000 Issues. There is no guarantee that the systems of
other companies on which the Company's systems rely will be timely converted and
would not have an adverse effect on the Company's systems.
The costs of the project and the date on which the Company believes it
will complete the Year 2000 modifications are based on management's best
estimates, which were derived utilizing numerous assumptions of future events,
including the continued availability of certain resources and other factors.
However, there can be no guarantee that these estimates will be achieved and
actual results could differ materially from those anticipated.
Specific factors that might cause such material differences include,
but are not limited to, the availability and cost of personnel trained in this
area, the ability to locate and correct all relevant computer codes, and similar
uncertainties.
