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) September 8, 1995
THE ALLEN GROUP INC.
(Exact name of Registrant as specified in charter)
Delaware 1-6016 38-0290950
(State of Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
25101 Chagrin Boulevard, Beachwood, Ohio 44122-5619
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code 216/765-5818
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Exhibit Index is on page 4 of this Report.
Page 1 of 6 pages.
Item 5. Other Events
On September 8, 1995, The Allen Group Inc. ("Allen")
announced that its Board of Directors declared the spin-
off distribution, subject to the satisfaction of certain
regulatory approvals and other conditions, of 100 percent
of the shares of a newly formed company to include
Allen's Truck Products divisions and GO/DAN Industries.
The new company's name is TransPro, Inc.
A press release dated September 8, 1995 announcing
the spin-off distribution is filed as Exhibit 99 to this
Report and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
(c) Exhibits
(99) News Release dated September 8, 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
hereunto duly authorized.
THE ALLEN GROUP INC.
(Registrant)
By:
Robert A. Youdelman
Senior Vice President-Finance,
Chief Financial Officer and
Assistant Secretary
DATE: September 13, 1995
THE ALLEN GROUP INC.
EXHIBIT INDEX
Exhibit Number: Page
(99) Press Release dated September 8, 1995........... 5
FOR IMMEDIATE RELEASE
ALLEN GROUP DECLARES SPIN-OFF DISTRIBUTION
BEACHWOOD, OHIO, September 8, 1995 -- The Allen Group Inc.
("Allen") announced today that its Board of Directors has declared
a spin-off distribution, subject to the satisfaction of certain
regulatory approvals and other conditions, of 100% of the shares of
a newly formed company to include Allen's Truck Products divisions
and GO/DAN Industries ("GO/DAN"). The new company's name is
TransPro, Inc. ("TransPro").
One share of common stock of TransPro (plus associated stock
purchase rights issued pursuant to a stockholder rights plan) will
be distributed for every four shares of Allen common stock owned as
of the record date. It is estimated that approximately 6.6 million
shares of common stock of TransPro will be distributed based on
approximately 26.4 million currently issued and outstanding shares
of common stock of Allen.
The distribution will be made to Allen's shareholders of
record, and will be effective, at the close of business on
September 29, 1995. A Prospectus will be mailed to shareholders on
or about the record date. It is anticipated that the common stock
of TransPro will be traded on the New York Stock Exchange under the
symbol "TPR", and that "when issued" trading may commence a few
days before the record date. Certificates for the new TransPro
common stock are expected to be mailed to shareholders on October
10, 1995. Fractional shares will not be distributed, but will be
aggregated and sold in the public market by the distribution agent
and the cash proceeds will be distributed to those stockholders
entitled to fractional interests.
Robert G. Paul, President and Chief Executive Officer of The
Allen Group, stated: "We are very pleased that this previously
announced spin-off has proceeded so quickly and that we will soon
be able to finalize this transaction, which is important to the
future growth of both Allen and TransPro. Both Allen and TransPro
should be able to maximize future growth through full utilization
of their available financial resources and the possible use of
their stock as an acquisition currency."
TransPro will be comprised of Allen's Crown and G&O
Manufacturing Company divisions, which manufacture and sell
fabricated metal and original equipment radiator products,
respectively, together with GO/DAN, which produces and distributes
automotive and truck aftermarket radiators and heaters. Allen
presently owns 50% of GO/DAN and TransPro will redeem the remaining
ownership interest from the current joint venture partner
immediately before the spin-off. TransPro will be headquartered in
New Haven, Connecticut.
The Allen Group (NYSE symbol - ALN) is a leading supplier of
systems expansion, site management products and antennas to the
worldwide two-way wireless communications marketplace; provides
frequency planning, systems engineering services and design
programs to current and emerging wireless markets; and operates
centralized automotive emissions inspection programs.
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For further information contact: Robert A. Youdelman
216-765-5820
