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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): June 27, 2000
NATIONAL-STANDARD COMPANY
(Exact name of registrant as specified in its charter)
Indiana 1-3940 38-1493458
(State or other (Commission (IRS Employer
jurisdiction of File No.) Identification No.)
incorporation)
1618 Terminal Road, Niles, Michigan 49120
(Address of principal executive offices)
(616) 683-8100
(Registrant's telephone number, including area code)
Not applicable
(Former name or former address, if changes since last report)
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Item 5. Other Events
On June 27, 2000, National-Standard Company (the "Company") and Heico
Holdings, Inc. ("Parent") announced that they had entered into an Agreement and
Plan of Merger (the "Merger Agreement") pursuant to which a subsidiary of Parent
("Purchaser") will commence a cash tender offer (the "Offer") to purchase all
the issued and outstanding shares of common stock of the Company, $0.01 par
value per share (the "Shares"), at a price of $1.00 per Share, net to the seller
in cash, without interest thereon, subject to the terms and conditions of the
Offer. The obligation of Purchaser to accept for payment or pay for Shares is
subject to the satisfaction of the condition that there shall be validly
tendered in accordance with the terms of the Offer prior to the expiration date
of the Offer and not withdrawn a number of Shares which represents at least a
majority of the Shares outstanding, and certain other conditions. The Merger
Agreement provides that, following the consummation of the Offer, upon the
satisfaction or waiver of certain conditions, Purchaser will be merged with and
into the Company (the "Merger"), with the Company continuing as the surviving
corporation (the "Surviving Corporation"). In the Merger, each Share outstanding
immediately prior to the effective time of the Merger (other than Shares held in
the treasury of the Company, Shares owned by Parent, Purchaser or any other
wholly owned subsidiary of Parent) will be converted, by virtue of the Merger
and without any action by the holder thereof, into the right to receive $1.00
per Share (or any higher price paid per Share in the Offer) (the "Offer Price"),
net to the seller in cash, without interest thereon.
As of June 23, 2000, there were approximately 5,788,569 Shares issued and
outstanding. The transaction is subject to various regulatory approvals,
including Hart-Scott-Rodino clearance, and to the satisfaction of certain other
conditions, and also provides for the payment of a break-up fee and
reimbursement of certain expenses under certain conditions.
Founded in 1907, National-Standard is a publicly traded Niles, Michigan
based firm with annual sales of approximately $160 million, manufacturing and
distributing a broad range of wire and wire-related products, including tire
bead wire and welding wire, in addition to wire cloth and fabricated filters for
the automotive air bag industry. The press release of the Company announcing the
signing of the Merger Agreement is filed herewith as Exhibit 99.1 and is
incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
Exhibit
Number Description of Exhibit
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99.1 Press Release dated June 27, 2000, of National-Standard
Company announcing the signing of the Merger Agreement.
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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 hereunto duly authorized.
Dated: June 27, 2000
NATIONAL-STANDARD COMPANY
By: /s/ Ronald B. Kalich
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Ronald B. Kalich
President and Chief Executive Officer
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