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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): May 18, 1994
MORGAN PRODUCTS LTD.
(Exact name of registrant as specified in its charter)
DELAWARE 06-1095650
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
Commission File Number 1-9843
75 Tri-State International, Suite 222, Lincolnshire, Illinois 60069
(Address of principal executive offices, including zip code)
(708) 317-2400
(Registrant's telephone number, including area code)
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MORGAN PRODUCTS LTD.
ITEM 5. OTHER EVENTS - CLOSURE OF SPRINGFIELD, OREGON MANUFACTURING OPERATION
Morgan Products Ltd. will close its Springfield, Oregon fir door
manufacturing operation and consolidate its production into its Lexington,
North Carolina and Oshkosh, Wisconsin facilities. The company will also close
its Weed, California veneer facility although its existing door assembly and
warehouse operations in Weed will be continued. The closing of the Springfield
and Weed facilities are done pursuant to the production rationalization plan
that was approved by the Board of Directors on May 18, 1994.
The Company anticipates a one-time charge to pre-tax income in the
range of $11 million to $13 million to cover the costs of closing the two
operations and provide for other cost reduction and consolidation within Morgan
Products. Once implemented, the restructuring plan is expected to
significantly enhance profitability.
In addition, Arthur L. Knight, Jr., President and Chief Executive
Officer disclosed that he would not seek renewal of his employment contract
when it expires later this year. He will remain an active member of the Board
and will work closely on an orderly transition to the next Chief Executive
Officer.
The Company also has signed a letter of intent with Barclay's Business
Credit for a new three year credit agreement reflecting the restructuring plan.
The new agreement, which is anticipated to be finalized by July 30, 1994, is
expected to assure the Company adequate capital over the next three years as it
moves to expand its core business.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
28.1 News release dated May 18, 1994.
28.2 News release dated May 20, 1994.
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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 thereunto duly authorized.
MORGAN PRODUCTS LTD.
Date: May 24, 1994 By /S/ Douglas H. MacMillan
Douglas H. MacMillan
Vice President, Secretary and
Chief Financial Officer
(For the Registrant and as
Principal Financial Officer)
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[MORGAN PRODUCTS LTD. LOGO]
EXHIBIT 28.1
FOR IMMEDIATE RELEASE:
Lincolnshire, Illinois, May 18, 1994 - - Morgan Products Ltd. today announced
that its Board of Directors had decided to retain its door manufacturing
business unit.
Arthur L. Knight, Jr., President & Chief Executive Officer, said the Board also
approved a production rationalization plan that, when implemented, will result
in some further restructuring and consolidating of the Morgan Manufacturing
Business Unit that will significantly enhance its profitability. "We will be
providing more information, which will include a provision for the costs
associated with these actions, at a later date," he added.
Knight also disclosed that he would not seek renewal of his employment contract
when it expires later this year. He said he would remain an active member of
the Board and that he would work closely with the Board on an orderly
transition to the next Chief Executive Officer.
Commenting on the announcement, Morgan's Chairman, Frank J. Hawley, Jr. said,
"Since joining Morgan as Chief Executive in November 1988, Art Knight has made
a significant and important contribution during a very difficult period for the
building products industry." Hawley added, "I am pleased that he has agreed to
remain on
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the Board. His strategic insights and extensive knowledge of the building
products industry will contribute to attaining our objective of realizing an
attractive rate of return on the assets of the Company for our shareholders."
The Company also announced that it had received proposals from its bank group
for a new three year credit agreement reflecting the production rationalization
plan. This new agreement, which is expected to be finalized before July 30,
1994, will assure the Company adequate capital over the next three years as it
moves to expand its core business.
Morgan Products Ltd. is a leading manufacturer and distributor of specialty
building products through its two business units: Morgan Distribution and
Morgan Manufacturing.
Morgan Distribution, a regional wholesale distributor, is comprised of 11
(eleven) distribution/fabrication centers. Major products distributed include
Morgan doors, Andersen premium window systems, Morgan mantels, Morgan stairway
systems, Pease and Therma-Tru steel and composite doors, flush doors, molded
doors, wood bi-fold doors and louvered doors.
Morgan Manufacturing is a national manufacturer of premium solid wood interior
and exterior doors and entrance systems and other specialty building products
such as wood veneer and fireplace mantels. Products manufactured by the
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Company are sold under the trade names "Morgan" and "Nicolai." Manufactured
products are sold through the Company's Morgan Distribution unit and
independent distributors, home improvement chain stores and other retail
outlets.
For more information, contact:
Arthur L. Knight, Jr., President & Chief Executive Officer
Douglas H. MacMillan, Vice President & Chief Financial Officer
(708) 317-2400
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[MORGAN PRODUCTS LTD. LOGO]
EXHIBIT 28.2
MORGAN PRODUCTS LTD.
TO CONSOLIDATE OPERATIONS
Lincolnshire, Illinois, May 20, 1994 - - Following the May 18, 1994
announcement that it was retaining its manufacturing unit, Morgan Products Ltd.
today announced that it was taking a one-time charge in connection with a
restructuring and consolidation plan that is expected to significantly enhance
its profitability.
According to Arthur L. Knight, Jr., President & Chief Executive Officer, the
company will close its Springfield, Oregon fir door manufacturing operation and
consolidate its production into its Lexington, North Carolina and Oshkosh,
Wisconsin facilities. Morgan will also close its Weed, California veneer
facility. Its existing door assembly and warehouse operations in Weed will be
continued.
The Company anticipates a one-time charge in the second quarter to net income
in the range of $11 million to $13 million to cover the cost of closing the
Springfield plant and the Weed veneer operation and provide for other cost
reduction and consolidation within Morgan Products.
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"Earnings from our manufacturing operations have been adversely impacted by too
much industry capacity," Knight said. "Wood prices, which have a direct
effect on product costs and product demand, have risen dramatically and
continue to be highly volatile. In addition, the wood stile and rail door
industry has significant excess capacity. While we expect market improvement
from higher-end housing and the remodeling markets, we believe these actions
will allow us to maximize profitability," Knight continued.
Knight said the Company was confident it could continue to service its existing
customers from its other manufacturing facilities. He said the Company would
continue to assemble doors and ship products to West-Coast markets from its
Weed, California plant.
Earlier this week the Company announced that it had received proposals from its
bank group that would provide the Company with financing over the next three
years, and that it expected to reach a final agreement by July 30, 1994.
Morgan Products Ltd. is a leading manufacturer and distributor of specialty
building products through its two business units: Morgan Distribution and
Morgan Manufacturing.
Morgan Distribution, a regional wholesale distributor, is comprised of 11
(eleven) distribution/fabrication centers. Major products distributed include
Morgan doors,
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Andersen premium window systems, Morgan mantels, Morgan stairway systems, Pease
and Therma-Tru steel and composite doors, flush doors, molded doors, wood
bi-fold doors and louvered doors.
Morgan Manufacturing is a national manufacturer of premium solid wood interior
and exterior doors and entrance systems and other specialty building products
such as wood veneer and fireplace mantels. Products manufactured by the
Company are sold under the trade names "Morgan" and "Nicolai." Manufactured
products are sold through the Company's Morgan Distribution unit and
independent distributors, home improvement chain stores and other retail
outlets.
For more information, contact:
Arthur L. Knight, Jr., President & Chief Executive Officer
Douglas H. MacMillan, Vice President & Chief Financial Officer
(708) 317-2400
