APPLIED POWER INC
8-K, 1996-09-10
MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT
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                                 UNITED STATES
                       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):  September 10, 1996
                                                        (August 27, 1996)




                               APPLIED POWER INC.
             (Exact name of Registrant as specified in its charter)


        WISCONSIN                   1-11288                    39-0168610
(State of incorporation)     (Commission File No.)     (I.R.S. Employer Id. No.)


                         13000 WEST SILVER SPRING DRIVE
                            BUTLER, WISCONSIN  53007
          MAILING ADDRESS:  P. O. BOX 325, MILWAUKEE, WISCONSIN  53201
              (Address of principal executive offices) (Zip Code)

                                 (414) 781-6600
              (Registrant's telephone number, including area code)






                                       1


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Item 5.     Other Events

     On August 27, 1996, Applied Power Inc. and its Wright Line subsidiary 
issued a press release announcing the signing of a definitive agreement to 
acquire the net assets of Everest Electronic Equipment, Inc. for approximately
$52 million. Everest Electronic Equipment, Inc., based in Anaheim, California, 
manufactures custom and standard electronic enclosures used primarily by the 
computer, telecom, and datacom industries and will be integrated with Applied 
Power's Wright Line segment. The press release is incorporated herein by 
reference to Exhibit 99 of this Report, to which the reader is referred for 
more information.


Item 7.     Financial Statements and Exhibits

  (c)  Exhibits:

       See the Exhibit Index following the Signature page of this Report, which
       is incorporated herein by reference.








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<PAGE>   3

                                   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 thereunto duly authorized.




                                        APPLIED POWER INC.



Date:  September 10, 1996               By: /s/Robert C. Arzbaecher
                                            ---------------------------
                                            Robert C. Arzbaecher,
                                            Vice President and
                                            Chief Financial Officer















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<PAGE>   4
                               APPLIED POWER INC.

                                 EXHIBIT INDEX
                                       TO
                            FORM 8-K CURRENT REPORT
                      Date of Report:  September 10, 1996




Exhibit                                                                 Filed
Number                 Description                                     Herewith
- - -------                -----------                                     --------
                            
 99                    Press Release                                     X
                       dated August 28, 1996              
                       regarding signing of definitive              
                       agreement to acquire Everest              
                       Electronic Equipment, Inc. 

















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              APPLIED POWER SIGNS DEFINITIVE AGREEMENT TO ACQUIRE
                          EVEREST ELECTRONIC EQUIPMENT

     MILWAUKEE, August 28, 1996 --- Applied Power Inc. (APW - NYSE) announces
the signing of a definitive agreement to acquire the assets of Everest
Electronic Equipment.  Headquartered in Anaheim, California, Everest is a
manufacturer of custom and standard electronic enclosures used by the computer,
telecom, datacom and other industries.  Everest, currently with annualized
sales of approximately $45 million, will be integrated with Applied Power's
Wright Line segment.

     "We are delighted to acquire Everest," commented Philip T. Burkart,
President of Wright Line.  "Everest has been successfully supplying Wright Line
with private label enclosures for the last year.  Starting this fall, Wright
Line's sales force will be empowered to offer a broader line of electronic
enclosures and our marketing programs will be expanded to target telecom and
datacom market opportunities.  Over the last few years, Everest, like Wright
Line, has enjoyed excellent growth which should only improve due to this
merger.  The combined Wright Line and Everest sales volume is expected to be
approximately $170 million for the fiscal year ending August 31, 1997."

                                   (more)

<PAGE>   2
APPLIED POWER - 2


     Richard G. Sim, Chairman and CEO of Applied Power commented, "Everest is a
good example of the type of growth opportunity that Applied Power can add value
to.  In addition to Wright Line's direct selling efforts, our Distributed
Products business will also sell electronic enclosures through its wholesale
electrical distribution channel, absorbing existing sales that Everest already
has.  Everest is growing, highly profitable, well managed, and will be
accretive to Applied Power's EPS in fiscal 1997."

     The total purchase price for the assets of Everest is $52 million, subject
to certain post-closing adjustments, and will be payable in cash upon closing.
Applied Power is increasing its debt facilities to accommodate this
transaction, which is expected to close within 45 days.

     The sales volume and EPS increases for fiscal 1997 as a result of the
Everest acquisition represent forward looking statements under the provisions
of the Private Securities Litigation Reform Act of 1995.  Management cautions
that these projections are based on estimates of future performance and are
highly dependent upon a variety of factors which could cause actual results to
differ from these estimates.  These factors include the continued market
acceptance of Everest's enclosures in the high growth electronic industries and
the successful integration of the enclosure product line into Applied Power's
existing channels to market.  Additional factors include the continued market
acceptance of Wright Line's technical environment solutions, operating margin
risk due to competitive  pricing, and interest rate risk.

                                   (more)
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APPLIED POWER - 3


     Applied Power is a global company comprised of three business segments.
Engineered Solutions supplies components and systems based on hydraulic and
vibration control technologies to a diverse group of OEM customers.
Distributed Products provides a wide variety of industrial and electrical tools
and consumables sold primarily through distribution worldwide.  Wright Line
provides furnishings and enclosures for technical environments and equipment.



For further information contact:

Applied Power Inc.
Robert C. Arzbaecher
Vice President and Chief Financial Officer
414-781-6600



 To receive a faxed copy of this or other recent Applied Power communications,
     please call the Company's "News on Demand" service at 1-800-549-0679.


                                     (end)



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