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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): March 27, 1998
HMI INDUSTRIES INC
(Exact name of registrant as specified in its charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
2-30905 36-1202810
(Commission File Number) (IRS Employer Identification No.)
3631 PERKINS AVE.
CLEVELAND, OHIO 44114
(Address of Principal Executive Offices and Zip Code)
Registrant's telephone number, including area code: (216) 432-1990
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On March 27, 1998, HMI Industries Inc ("the Company") announced that it closed
the sale of Bliss Manufacturing, Inc. to Rhone Capital L.L.C. ("Rhone"), for a
purchase price of $31,660,000, subject to adjustments. The purchase price
included $410,000 to payoff capital leases to be assumed by Rhone in accordance
with the Purchase Agreement. Further detailed information relating to the
disposition is incorporated herein by reference to the Company's definitive
proxy statement filed on Schedule 14A with the SEC on March 12, 1998 ("the
Schedule 14A") and as amended by the March 24, 1998 letter to the shareholders'
incorporated herein by reference as exhibit 20.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(b) Pro Forma Financial Information
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Incorporated herein by reference to the Schedule 14A.
(c) Exhibits
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20 Other documents or statements to Letter to shareholders
security holders dated March 24, 1998, attached.
22 Published report regarding matters Incorporated herein by
submitted to vote of security holders reference to the Schedule 14A.
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.
HMI INDUSTRIES INC
(Registrant)
Date: April 8, 1998 By: /s/ Michael Harper
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Michael Harper
Vice President and Chief
Financial Officer
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Exhibit 20
HMI INDUSTRIES INC.
3631 PERKINS AVENUE
CLEVELAND, OHIO 44114
(216) 432-1990
March 24, 1998
Dear Fellow Stockholder:
We mailed you a Proxy Statement and accompanying proxy on March 13, 1998,
relating to, among other things, a proposal to approve and adopt a Stock
Purchase Agreement pursuant to which the Company will sell all of the shares of
Common Stock owned by it of Bliss Manufacturing Company for a purchase price of
$31,250,000, subject to certain adjustments. Please see the Proxy Statement
for a more complete description of this proposed sale. Terms capitalized in this
letter are defined in the Proxy Statement. The Company wishes to provide
additional information to clarify certain aspects of the fairness opinion
rendered by McDonald & Company Securities, Inc.
In connection with the proposed sale, the Proxy Statement sets forth a
fairness opinion rendered by McDonald & Company Securities, Inc. and a
description of the financial and other analyses on which the fairness opinion
was based. Included in that description was an analysis of selected acquisition
transactions on page 18 of the Proxy Statement. In connection with that
analysis, McDonald reviewed 33 acquisition transactions that met certain
criteria described in the Proxy Statement. McDonald then analyzed the multiples
of LTM sales, EBITDA, EBIT, and book value represented by the purchase price
paid in the acquisition transactions it reviewed. With respect to the analysis
of these acquisition transactions, the Company wishes to provide the following
additional disclosure:
McDonald reviewed each of the 33 acquisition transactions and analyzed, to
the extent relevant data was available, each transaction with respect to
multiples of LTM sales, LTM EBITDA, LT EBIT, and book value. Of these 33
acquisition transactions, relevant data was available as follows:
(i) LTM sales: for all 33 acquisition transactions;
(ii) LTM EBITDA: for 20 acquisition transactions;
(iii) LTM EBIT: for 28 acquisition transactions; and
(iv) Book Value: for 24 acquisition transactions.
In cases where relevant data was available for fewer than the 33
acquisition transactions, relevant data was sought by McDonald but was not
publicly disclosed or otherwise available to McDonald.
With respect to its financial analyses, the Proxy Statement discloses that
McDonald made certain deductions from the enterprise value of Bliss relating to
SFAS 106 Provision and environmental costs, among other adjustments discussed
on pages 17, 18 and 19 of the Proxy Statement. With respect to this matter, the
Company wishes to make the following additional disclosure:
The book value of the SFAS 106 liability was approximately $4.4 million
as of December 31, 1997. McDonald used a deduction of $1 million for the
SFAS 106 Provision based on the negotiated reduction of the purchase
price with Buyer. Similarly, with respect to environmental costs,
McDonald deducted $250,000 based on the negotiated reduction of the
purchase price adjustment with Buyer.
/s/ Mark A. Kirk
Mark A. Kirk
President, Chief Operating Officer
and Chief Financial Officer
