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):
February 2, 2000
(January 31, 2000)
HON INDUSTRIES Inc.
(Exact name of registrant as specified in its charter)
IOWA 0-2648 42-0617510
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
414 East Third Street, P.O. Box 1109, 52761-7109
Muscatine, Iowa (Zip Code)
(Address of principal executive offices)
(319) 264-7400
Registrant's telephone number, including area code
<PAGE>
ITEM 5. Other Events.
On January 31, 2000, HON INDUSTRIES Inc. issued a press release
relating to signing a purchase agreement to acquire
substantially all the assets and operations of Madison
Fireplace, Inc., Fireplace & Spa, Inc., The Minocqua Fireplace
Company, American Fireplace Company, and Hearth & Home, Inc. and
100% of the voting securities of Allied Fireside, Inc., the text
of which is filed as Exhibit 99.1 to this Current Report on Form
8-K and incorporated by reference.
ITEM 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Financial Statements of Business Acquired: N/A
(b) Pro Forma Financial Information: None
(c) Exhibits.
Exhibit
Number Exhibit
99.1 Text of press release dated January 31, 2000.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this Current Report on Form
8-K to be signed on its behalf by the undersigned hereunto duly
authorized.
HON INDUSTRIES Inc.
Date: February 2, 2000. By /s/ James I. Johnson
James I. Johnson
Vice President, General
Counsel and Secretary
<PAGE>
INDEX TO EXHIBITS
Exhibit Exhibit
Number
99.1 Press release, dated January 31, 2000.
EXHIBIT 99.1
HON INDUSTRIES P.O. Box 1109, Muscatine, Iowa 52761-7109
News Release
FOR INFORMATION CONTACT: David Stuebe, Vice President and
Chief Financial Officer (319) 264-7400
Beth Coronelli, Investor Relations Manager
(319) 264-7992
HON INDUSTRIES ANNOUNCES PLANS TO FORM
NEW HEARTH SERVICES DIVISION
Muscatine, IA (January 31, 2000) - HON INDUSTRIES Inc. (NYSE:HNI)
today announced that its Hearth Technologies Inc. subsidiary
signed agreements to acquire two leading hearth products distri-
butors, American Fireplace Company (AFC) and the Allied Group
(Allied). AFC and Allied, with combined 1999 sales of nearly
$200 million, will be joined to form Hearth Services Inc., a
subsidiary of Hearth Technologies Inc. AFC and Allied's manage-
ment team will remain to lead Hearth Services.
AFC and Allied sell, install, and service a broad range of gas-
and wood-burning fireplaces as well as fireplace mantels, surrounds,
facings and other accessories. Together, AFC and Allied have a
leading presence in all three of the primary distribution channels
for hearth products: builder, retail and dealer. AFC and Allied
have developed strong relationships with leading local, regional
and national homebuilders, and have built a network of 20 retail
showrooms and approximately 800 independent dealers. AFC's opera-
tions are focused in the Mid-Atlantic region, and Allied's opera-
tions are focused in the Midwest.
AFC is comprised of Hearth and Home, Inc. and Thulman Eastern.
The Allied Group includes Allied Fireside, Inc., Fireplace & Spa
Inc., Madison Fire Place, Inc., and The Minocqua Fireplace Company.
"This strategic expansion to provide service solutions, through
the development of long-term alliances with distribution partners,
brings us closer to the hearth products consumer, dealers and
builders. Forming a synergistic relationship between manufacturing
and distribution allows us to better understand and serve the needs
of our customers," said Jack D. Michaels, HON INDUSTRIES' Chairman,
President and CEO. "Sharing best practices helps Hearth
Technologies understand the challenges of all our distributors and
enables us to develop programs to better serve customers."
"Hearth Services will offer a broad range of value-added products
and services, including education and training, hearth accessories,
expanded installation programs, and excellent customer support,"
Michaels added. "Expanding the service component of our hearth
business allows us to strengthen our leadership position, grow in a
profitable industry, and leverage our strong brand names, such as
Heatilator and Heat-N-Glo, across the hearth market."
"There is a strong cultural fit between the companies coming
together to form Hearth Services," Michaels commented. "We
have worked closely with the current management of these partners
in the past and are pleased they have agreed to take a leadership
role in the new entity."
The acquisition is expected to close in early March 2000. While
details of the transaction were not disclosed, it is anticipated
the acquisition will not be dilutive to earnings.
HON INDUSTRIES Inc. is the nation's largest producer of value-
oriented office furniture and the third largest manufacturer and
marketer of office furniture in North American sales. It is also
the nation's largest manufacturer and marketer of gas- and wood-
burning fireplaces under its Hearth Technologies operating company.
HON INDUSTRIES' common stock is traded on the New York Stock
Exchange under the symbol HNI.
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This release contains forward-looking statements relating to
financial performance. Forward-looking statements are not
guarantees of future performance and involve risks and uncertain-
ties, including those relating to the introduction and customer
acceptance of new products, achieving financial benefits from
productivity improvements, the company's ability to attract and
retain the necessary workforce to meet sales demand, and the level
of sales by the company's distributors and dealers. For a more
detailed presentation of risks and uncertainties, see the company's
filings with the Securities and Exchange Commission, including the
company's annual and quarterly reports on forms 10-K and 10-Q.
