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): June 1, 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 (Zip Code)
offices)
Registrant's telephone number including area code (413) 568-9571
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ITEM 5. OTHER EVENTS.
On June 1, 2000, Mestek, Inc. ("Mestek") and Met-Coil Systems Corporation
("Met-Coil") issued a joint press release regarding the consummation of the
merger of Met-Coil into and with a wholly-owned subsidiary of Mestek's Formtek,
Inc. subsidiary. Mestek hereby incorporates by reference the information set
forth in the above joint press release dated June 1, 2000, a copy of which is
attached hereto as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
Exhibit
Number Description
99.1 Joint Press Release dated June 1, 2000
<PAGE>
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: June 1, 2000 By: /s/Stephen M. Shea ____________
Stephen M. Shea
Senior Vice President - Finance
(Principal Financial and Accounting Officer)
<PAGE>
EXHIBIT 99.1
NEWS RELEASE
COMPANY CONTACT:
John E. Reed, Chairman of the Board
(413) 568-9571
Westfield, Massachusetts (June 1, 2000) - MESTEK, Inc., (NYSE "MCC") and
Met-Coil Systems Corporation (NASDAQ "METS") today announced the completion of
the merger of Met-Coil into a Mestek subsidiary. The total merger consideration
paid was approximately $33.3 million. Met-Coil, through its two operating
divisions, The Lockformer Company in Lisle, Illinois and Iowa Precision
Industries in Cedar Rapids, Iowa, manufactures advanced sheet metal forming
equipment, fabricating machinery and automated fabrication systems for the
global market. Met-Coil had net revenues of $36.7 million for the nine months
ended February 29, 2000.
Met-Coil will be operated as part of MESTEK's metal forming machinery
subsidiary, FORMTEK, Inc. MESTEK Chairman and CEO John E. Reed remarked,
"Combining the capabilities of Met-Coil and FORMTEK greatly expands the range of
solutions we can provide to metal forming and fabricating manufacturers and
extends our global reach. For customers in our HVAC products markets, this
merger is particularly compelling because it makes MESTEK more than a supplier
of quality-finished products. With the Lockformer and Iowa Precision lines,
MESTEK is now also the premier supplier of the ductwork fabrication machinery
many of our customers want for producing their own make-to-order parts."
FORMTEK, Inc. is a leading designer and manufacturer of high-speed machinery and
systems that process sheet metal into precision parts. In addition to Lockformer
and Iowa Precision Industries, the FORMTEK group includes Cooper-Weymouth-
Peterson, Rowe Machinery, Dahlstrom Industries and Hill Engineering.
MESTEK, Inc. is a diversified manufacturer of heating, ventilating and air
conditioning equipment, metal hose and hose products, aluminum extrusions, sheet
metal processing machinery and business software systems.
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.
