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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): DECEMBER 30, 1998
AMERICAN PRECISION INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-5601 16-1284388
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
2777 WALDEN AVENUE, BUFFALO, NEW YORK 14225
(Address of principal executive offices) (Zip code)
(716) 684-9700
(Registrant's telephone number, including area code)
NOT APPLICABLE.
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
(a) The following mergers and name changes of direct and indirect
wholly-owned subsidiaries of the Registrant were effective on the dates
indicated:
(i) effective December 30, 1998, Registrant's wholly-owned
subsidiary API Heat Transfer Inc. (a New York corporation) was merged into its
wholly-owned subsidiary API Airtech Inc. (a New York corporation), which then
changed its name to API Heat Transfer Inc.;
(ii) effective December 30, 1998, Registrant's indirect
wholly-owned subsidiary API Portescap U.S. Inc. (a Pennsylvania corporation) was
merged into its parent corporation API Portescap Inc. (a New York corporation);
(iii) effective December 31, 1998, Registrant's indirect
wholly-owned subsidiaries API Basco Inc. (a New York corporation), API Ketema
Inc. (a Texas corporation) and API Schmidt-Bretten Inc. (a New York corporation)
were merged into their parent corporation and Registrant's direct wholly-owned
subsidiary API Heat Transfer Inc. (a New York corporation formerly known as API
Airtech Inc.);
(iv) effective December 31, 1998, Registrant's indirect
wholly-owned subsidiaries API Controls Inc. (a New York corporation), API
Deltran Inc. (a New York corporation), API Harowe Inc. (a Delaware corporation)
and API Portescap Inc. (a New York corporation) were merged into their parent
corporation and Registrant's direct wholly-owned subsidiary API Motion Inc. (a
New York corporation);
(v) effective December 31, 1998, Registrant's direct
wholly-owned subsidiary API Electronic Components Inc. (a New York corporation)
and Registrant's indirect wholly- owned subsidiary API Delevan Inc. (a New York
corporation) were merged into API Electronic Components Inc.'s direct
wholly-owned subsidiary API SMD Inc. (a New York corporation), which then
changed its name to API Delevan Inc.; and effective December 31, 1998,
Registrant contributed all of the shares of API Delevan Inc. to API Motion
Inc.; and
(vi) effective December 31, 1998, Registrant's direct
wholly-owned subsidiary API AF Corporation (a New York corporation) merged into
Registrant's direct wholly-owned subsidiary API Development Corporation (a New
York corporation).
(b) After giving effect to the mergers set forth in Item 5(a) above,
Registrant and its direct and indirect significant subsidiaries are as set
forth below:
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AMERICAN PRECISION INDUSTRIES INC. (Delaware)
API Heat Transfer Inc. (New York)
API Schmidt-Bretten Beteiligungs GmbH (Germany)
API Schmidt-Bretten Verwaltung GmbH (Germany)
Schmidt-Bretten GmbH & Co. KG (Germany)
Schmidt-Bretten Nederland B.V. (Netherlands)
API Motion Inc. (New York)
API Gettys Inc. (Wisconsin)
API Deltran (St. Kitts) Ltd.
API Harowe (St. Kitts) Ltd.
API Delevan Inc. (New York)
Portescap (Switzerland)
Portescap International (Switzerland)
Portescap Deutschland GmbH (Germany)
Portescap Scandinavia AB (Sweden)
Portescap Polska Sp.zo.o (Poland)
Portescap France SA (France)
Portescap Japan Ltd. (Japan)
API Positran Ltd. (England)
API Portescap (UK) Ltd. (England)
Note: API-FS Corporation, API of Canada Inc., American Precision
Industries (UK) Ltd., API Development Corporation, Portescap U.S.
Inc., and Nitta-Apitron Co. Ltd. are omitted because in the
aggregate they do not constitute a "significant subsidiary."
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
AMERICAN PRECISION INDUSTRIES INC.
By: /s/ Bruce McH. Kirchner
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Bruce McH. Kirchner
Vice President and
Chief Financial Officer
Date: January 4, 1999
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