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): March 14, 2000
MESTEK, INC.
(Exact name of registrant as specified in charter)
Pennsylvania 1-448 25-0661650
(State or other (Commission File Number) (IRS Employer
jurisdiction of incorporation) Identification No.)
260 North Elm Street
Westfield, Massachusetts 01085
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (413) 568-9571
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ITEM 5. OTHER EVENTS.
On March 14, 2000, Mestek, Inc. ("Mestek") issued a press release
("Press Release") regarding the Merger Agreement with respect to Met-Coil
Systems Corporation and Mestek. Mestek hereby incorporates by reference herein
the information set forth in its Press Release dated March 14, 2000, a copy of
which is attached hereto as Exhibit 99.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
Exhibit
Number Description
99 Press Release dated March 14, 2000
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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 hereunto duly authorized.
MESTEK, INC.
Date: March 14, 2000 By: /s/ Stephen M. Shea
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Stephen M. Shea
Senior Vice President - Finance
(Principal Financial and Accounting Officer)
EXHIBIT 99
FOR IMMEDIATE RELEASE
MESTEK, INC. ENTERS INTO AGREEMENT TO ACQUIRE
MET-COIL SYSTEMS CORPORATION FOR CASH
Westfield, MA (March 14, 2000) Mestek, Inc. (NYSE: MCC) and Met-Coil Systems
Corporation (Nasdaq: METS) announced today that they have entered into a
definitive merger agreement under which Met-Coil will be merged into a wholly
owned subsidiary of Mestek's Formtek, Inc. subsidiary, for approximately
$32 million.
In the merger, Met-Coil's stockholders would receive $7.10 in cash for each
share of common stock. The merger is subject to approval by Met-Coil's
stockholders at a special meeting and to review under the Hart-Scott-Rodino Act.
All other conditions will be further described in a proxy statement to be mailed
to Met-Coil stockholders.
Note regarding Private Securities Litigation Reform Act: Statements made in this
press release which are not historical facts, including projections, statements
of plans, objectives, expectations, or future economic performance, are
forward-looking statements that involve risks and uncertainties and are subject
to the safe harbor created by the Private Securities Litigation Reform Act of
1995. Mestek's and Met-Coil's future performance could differ significantly from
that set forth herein, and from the expectations of management. Important
factors that could cause the Mestek's or Met-Coil's financial performance to
differ materially from past results and from those expressed in any
forward-looking statements include, without limitation, risks associated with
integration following the merger, variability in quarterly operating results,
customer concentration, product acceptance, long sales cycle, long and varying
delivery cycles, dependence on business partners, emerging technological
standards, risks associated with acquisitions. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of
their dates.
