SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 16, 1995
AMDURA Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-5027 41-0121800
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
900 Main Street South, Suite 2A, Bldg. B
Southbury, CT 06488-0870
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (203)262-0570
Page 1 of 6 pages.
Exhibit Index on page 4.
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Item 5. Other Events.
On March 16, 1995, AMDURA Corporation (the "Company") issued
a press release regarding the Company's having entered into an
Agreement and Plan of Merger (the "Merger Agreement") with FKI
plc ("FKI"), pursuant to which a subsidiary of FKI will commence
a tender offer for all outstanding shares of the Company's common
stock, par value $.01 per share ("Common Stock"), at $2.30 per
share in cash. The Merger Agreement provides that, following
successful completion of the tender offer, an FKI subsidiary and
the Company will merge and each remaining share of Common Stock
will be converted into the right to receive $2.30 per share and
each share of the Company's outstanding Series B Cumulative
Convertible Preferred Stock, par value $.01 per share, will be
converted into the right to receive $2,500 per share in cash. A
copy of the press release is filed as Exhibit 99 hereto.
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.
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Press Release of AMDURA Corporation 99
issued March 16, 1995
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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 its behalf by the undersigned thereunto duly authorized.
AMDURA CORPORATION
Date: March 16, 1995 By: /s/ C. David Bushley
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Title: Senior Vice
President,
Finance and
Administration
and Chief
Financial
Officer
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EXHIBIT INDEX
Exhibit No. Description Sequential Page No.
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99 Press Release of AMDURA 5
Corporation issued
March 16, 1995
Exhibit 99
AMDURA (R)
AMDURA CORPORATION ANNOUNCES MERGER WITH FKI plc
FOR IMMEDIATE RELEASE
SOUTHBURY, CONNECTICUT, March 16, 1995 -- AMDURA Corporation
(NYSE: ADU) today announced that it has entered into an Agreement
and Plan of Merger with FKI plc, a diversified manufacturer based
in the United Kingdom, pursuant to which a subsidiary of FKI will
commence a tender offer for all outstanding shares of Amdura
common stock at $2.30 per share in cash. The Agreement provides
that following successful completion of the tender offer, an FKI
subsidiary and Amdura will merge and each remaining share of
common stock will be converted into the right to receive $2.30
per share and each share of Amdura's outstanding preferred stock
will be converted into the right to receive $2,500 per share in
cash. Amdura's Board of Directors unanimously approved the
Agreement and Plan of Merger and recommends that stockholders
accept the offer and approve the merger.
In connection with the merger agreement, Investor Trading
AB, Orcas LP, Internationale Nederlanden (US) Capital Corporation
and The Network Company II Limited, holders of an aggregate of
16,410,651 shares, or approximately 67 percent of the outstanding
Amdura common stock, have entered into an agreement with FKI
pursuant to which, among other things, they have agreed to tender
all of their shares in the FKI offer unless the Board of
Directors of Amdura withdraws its recommendation of FKI's offer
in order to approve a more favorable offer from a third party.
The stockholders other than Investor Trading AB have further
agreed to pay FKI one-half of the difference between the tender
offer price and the consideration received in an alternative
transaction.
The tender offer is subject to a number of conditions,
including the receipt by FKI of at least a majority of Amdura
common stock.
FKI, headquartered in West Yorkshire, England, is an
international conglomerate serving the materials handling,
hardware, automotive, engineering and process control markets.
AMDURA Corporation, headquartered in Southbury, Connecticut,
operates primarily through two subsidiaries, The Crosby Group,
Inc. and The Harris Waste Management Group, Inc. Crosby,
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headquartered in Tulsa, Oklahoma, designs and manufactures
lifting equipment, hardware and accessories for use in energy,
construction, manufacturing, marine and transportation
applications. Harris, headquartered in Peachtree City, Georgia,
is engaged in manufacturing and marketing equipment for plastic,
paper and ferrous and non-ferrous scrap metal processing, as well
as waste recycling and solid waste disposal.
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FOR FURTHER INFORMATION, CONTACT:
C. David Bushley, Chief Financial Officer
phone: (203) 262-0570
