LILLY INDUSTRIES INC
8-K, 1997-10-17
PAINTS, VARNISHES, LACQUERS, ENAMELS & ALLIED PRODS
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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) October 17, 1997

                             LILLY INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)



             Indiana                        0-6953               35-0471010
- --------------------------------------------------------------------------------
(State or other jurisdiction)     (Commission File Number)      (IRS Employer
                                                             Identification No.)



  733 South West Street                                            46225
- --------------------------------------------------------------------------------
(Address of principal executive offices)                         (Zip Code)



Registrant's telephone number, including area code             (317) 687-6700
- --------------------------------------------------------------------------------





<PAGE>



Item 5.  Other Events.

     Pursuant to General  Instruction  F to Form 8-K, the press  release  issued
October 17, 1997,  concerning  the propose Rule 144-A $100 million  Senior Notes
offering of Lilly  Industries,  Inc. is incorporated  herein by reference and is
attached hereto as Exhibit 99.


Item 7.  Financial Statements and Exhibits

         (c)  Exhibits

              Exhibit 99 - Press Release dated October 17, 1997

         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.


                                     LILLY INDUSTRIES, INC.


                                     By: /s/ John C. Elbin
                                         ---------------------------------------
                                         John C. Elbin,
                                         Vice President, Chief Financial Officer
                                         and Secretary



                                       -4-



                                  [LILLY LOGO]

                             Lilly Industries, Inc.
                                  [letterhead]


                             FOR IMMEDIATE RELEASE
           LILLY INDUSTRIES, INC. ANNOUNCES OFFERING OF SENIOR NOTES
                          AND NEW BANK CREDIT FACILITY

     Indianapolis,  Indiana -- Oct. 17, 1997--Lilly Industries,  Inc. ("Lilly" -
NYSE:LI)  today  announced  that it intends  to offer  $100  million in ten year
Senior  Unsecured Notes maturing 2007. In addition,  the company is finalizing a
new five year $175 million  unsecured bank revolving  credit  facility.  The new
Senior  Notes and bank  facility  will  replace  Lilly's  existing  $300 million
secured bank revolving and term credit agreement.

     The  Senior  Notes  offering  will  be  made as a  private  placement  with
registration  rights pursuant to Rule 144A and Regulation S under the Securities
Act of 1933.  The Senior Notes will not be registered  under the  Securities Act
upon  initial  issuance  and  may  not be  sold  in  the  United  States  absent
registration  or an exemption  from  registration.  This press release shall not
constitute an offer to sell or the solicitation of an offer to buy the Notes.

     Net proceeds from the offering, together with borrowings under the new bank
credit facility,  will be used to repay all outstanding debt under the company's
existing bank revolving and term credit agreement.  These  transactions will not
add incremental debt to Lilly's balance sheet.

     Lilly ranks among the largest  North  American  manufactures  of industrial
coatings and specialty chemical products. Founded in 1865 in Indianapolis, Lilly
supplies customers worldwide from plants and sales offices in the United States,
Canada, Taiwan, China, Malaysia, the United Kingdom, Germany and Singapore.


CONTACT:  Lilly Industries, Inc., Indianapolis
          John E. Elbin, 317/687-6703



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