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) April 10, 1995
MLX CORP.
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(Exact name of registrant as specified in its charter)
GEORGIA 1-4795 38-0811650
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(State or other Commission File No. (I.R.S. Employer
jurisdiction of I.D. No.)
incorporation)
1000 Center Place, Norcross, Georgia 30093
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(Address of principal executive offices and zip code)
(404) 798-0677
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(Registrant's telephone number, including area code)
N/A
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(Former name or address, if changed since last report)<PAGE>
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Item 5. Other Events
The Registrant announced after the close of business on April 10,
1995 that it had entered into a definitive agreement to sell its S.K. Wellman
operating subsidiary to Hawk Corporation and the Hawk Group of Companies, Inc.
Certain terms of the transaction are described in the press release of the
Registrant attached hereto as Exhibit 99.
Item 7. Exhibits
99 - Press release issued on April 10, 1995.<PAGE>
<PAGE>
SIGNATURE
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 and hereunto duly authorized.
MLX CORP.
Date: April 10, 1995 By: /s/ Thomas C. Waggoner
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EXHIBIT 99
MLX Corp.
NEWS RELEASE
1000 Center Place
Norcross, Georgia 30093
Telephone (404) 798-0677
Facsimile (404) 798-0633
CONTACT: Thomas C. Waggoner
Vice President & Chief Financial Officer
Telephone (404) 798-0677
FOR IMMEDIATE RELEASE: MONDAY, APRIL 10, 1995
MLX CORP. ANNOUNCES PROPOSED SALE OF WELLMAN
OPERATING SUBSIDIARY
(Norcross, Georgia) April 10, 1995... MLX Corp. (NASDAQ National
Market, "MLXR") today announced that it has signed a definitive
agreement for the sale of its S.K. Wellman subsidiary to The Hawk
Group of Companies, Inc. of Cleveland, Ohio. The purchase price under
the agreement for Wellman is $60 million in cash. Consummation of the
transaction is contingent upon majority approval of the shareholders
of MLX and other customary conditions. The Board of Directors of MLX
unanimously recommends that shareholders approve the sale. The
directors and certain major shareholders, representing approximately
39% of shares outstanding, have agreed to vote their shares for the
transaction.
It is currently anticipated that a shareholders meeting will be held
in mid-June and that, if approved, the transaction will be closed by
June 30, 1995. A proxy statement containing additional information
regarding this transaction and the Company's plan to enhance
shareholder vaLues after the closing will be delivered to shareholders
prior to the meeting.
In commenting on the proposed sale, Brian Esher, Chief Executive
Officer of MLX Corp., stated "Despite strong operating results since
our restructuring and recapitalization in 1992, S.K. Wellman has not
provided MLX with a platform for bringing in other related businesses
at attrctive valuations to consoliate into MLX. As a result, we have
concluded that the sale of S.K. Wellman to Hawk represents an
attractive alternative permitting Wellman to achieve its critical mass
goals as part of the Hawk Group of Companies while bringing additional
value to MLX shareholders."
Esher went on to state, "The sale of Wellman for $60 million would
yield approximately $35 million in cash after payment of exsiting
debts, the redemption of our Series A Preferred Stock and the payment
of certain state tax obligations which would be due upon the sale.
With a substantial cash balance and no debt, MLX should be in a better
position to capitalize on opportunities to increase shareholder
value."
"Looking ahead, we have developed a variety of options available to
our Company. These will be addressed in the Proxy Statement for our
1995 annual meeting of shareholders. In addition, we will consider,
from time to time, buying in shares of MLX common stock if such an
option would bring increased value to our shareholders."
Esher finished by saying, "On a final note, I am excited about this
proposed transaction and about the future options for your Company.
We continue to focus on bringing enhanced value to our shareholders."
MLX Corp. is based in Norcross, Georgia and its common shares are
traded in the NASDAQ National Market under the trading symbol "MLXR".
MLX Corp. has 2,539,550 issued and outstanding shares of common stock
and 282,567 exercisable stock options.<PAGE>
