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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): July 15, 1997
(June 30, 1997)
American Standard Inc.
Delaware 33-64450 25-0900465
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
One Centennial Avenue
P.O. Box 6820
Piscataway, NJ 08855-6820
(Address of principal executive offices)
Registrant's telephone number, including area code: (908) 980-6000
N/A
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On June 30, 1997, American Standard Inc. (the "Registrant") and certain of
its affiliates consummated the acquisition of the European in vitro medical
diagnostics business of Sorin Biomedica S.p.A., an affiliate of the FIAT Group
("Sorin"), by purchasing 100 percent of the capital stock of newly-formed
entities to which the assets comprising that business had been contributed. On
June 30, 1997, an indirect subsidiary of the Registrant also completed a merger
with INCSTAR Corporation, a medical diagnostics company based in Stillwater,
Minnesota ("INCSTAR"), pursuant to which shares of INCSTAR's common stock have
been converted into the right to receive $6.32 per share in cash, without
interest. . As a result of such merger, INCSTAR became an indirect, wholly-owned
subsidiary of the Registrant. Sorin's in vitro business and INCSTAR develop and
market test reagents for clinical diagnostics and medical research. The acquired
businesses are part of a new Medical Systems Group formed by the Registrant that
also includes two medical diagnostic product companies that the Registrant has
been developing during the last several years, Sienna Biotech Inc. and
Alimenterics Inc. The aggregate cost of the Sorin acquisition and the INCSTAR
merger was approximately $210 million and was funded from the Registrant's
existing bank credit facilities. A copy of the press release of American
Standard Companies Inc. (NYSE:ASD), the Registrant's parent, announcing the
consummation of the acquisition from Sorin and the INCSTAR merger (together, the
"Acquisitions") is attached hereto as Exhibit (99) and incorporated herein by
reference.
Item 7. Financial Statements and Exhibits.
(7)(a) and (b) Financial Statements. The registrant has sought a waiver
from the Securities and Exchange Commission from the requirements to file
the historical and pro forma financial statements required hereunder. If
such waiver is not obtained, the Registrant will make the required filings
within the prescribed time period.
(7)(c) Exhibits. The following exhibits are included or incorporated by
reference in accordance with Regulation S-K, Item 601:
(7)(c)(i) Agreement and Plan of Merger, dated as of March 10, 1997, among
American Standard Inc., American Standard Medical Systems, Inc., ISTR
Merger Corporation and INCSTAR Corporation (incorporated by reference
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to Exhibit A to INCSTAR Corporation's definitive Proxy Statement on
Schedule 14A (File No.1-9800), filed on May 31, 1997).
(7)(c)(ii) Agreement, dated as of March 10, 1997, among Sorin Biomedica
S.p.A., Sienna Biotech International Inc., WABCO Standard Trane B.V., and
American Standard Inc., and Amendment No. 1 thereto, dated as June 30,
1997 (incorporated by reference to Exhibit (7)(c)(ii) to the Current
Report on Form 8-K of American Standard Companies Inc. (File No. 1-11415),
filed on July 15, 1997).
(99) Press release of American Standard Companies Inc., issued on June 30,
1997 (incorporated by reference to Exhibit (99) to the Current Report on
Form 8-K of American Standard Companies Inc. (File No. 1-11415), filed on
July 15, 1997).
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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.
AMERICAN STANDARD INC.
By: /s/ G. Ronald Simon
Name: G. Ronald Simon
Title: Vice President and Controller
Dated: July 15, 1997
