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February 20, 1997
Securities & Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir/Madame:
On behalf of Oneida Ltd. I transmit for filing the following Form 8-K.
Please do not hesitate to contact me at (315) 361-3694 if you have any questions
or concerns.
Very truly yours,
/s/ Erin L. Markey
Erin L. Markey
Corporate Attorney
Oneida Ltd.
163-181 Kenwood Avenue
Oneida, New York 13421
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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) February 12, 1997
ONEIDA LTD.
(Exact name of Registrant as specified in its charter)
NEW YORK 1-5452 15-0405700
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification Number)
incorporation)
ONEIDA NEW YORK 13421
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (315) 361-3000
Former name or former address, if changed since last report N/A
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Item 2 Acquisition and Disposition of Assets
On February 12, 1997, Oneida Ltd., a New York corporation (the
"Registrant"), sold all of the outstanding capital stock of Camden Wire Co.,
Inc., a New York corporation and a direct wholly owned subsidiary of the
Registrant ("Camden W ire"), to International Wire Group, Inc., a Delaware
corporation ("International Wire"), pursuant to the Stock Purchase Agreement,
dated as of January 2, 1997 ("Stock Purchase Agreement").
Pursuant to the Stock Purchase Agreement, International Wire paid
the Registrant $43.5 million in cash and assumed the Registrant's guarantee of
$15.5 million in Camden Wire's debt, for a total purchase price of $60 million.
This purchase is subject to adjustment based on final accounting adjustments.
The purchase price was arrived at through arm's length
negotiations between International Wire and the Registrant, and was determined
after consideration of Camden Wire's financial statements and a review of Camden
Wire's assets and business performance.
No prior relationship existed between International Wire and its
respective affiliates, directors or officers, on the one hand, and the
Registrant, Camden Wire and their respective affiliates, directors or officers,
on the other hand.
Item 7 Financial Statements and Exhibits
(c) Exhibits
99.1 Oneida Ltd. Press Release dated February 12, 1997.
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.
ONEIDA LTD.
Dated: February 20, 1997 By:/s/ CATHERINE H. SUTTMEIER
Catherine H. Suttmeier
Vice President, Secretary
and General Counsel
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EXHIBIT 99.1
For Immediate Release: Contact: David A. Gymburch (315) 361 3271
February 12, 1997 Corporate Public Relations
http.//www.prnewswire.com (Co. News section)
ONEIDA LTD. COMPLETES SALE OF CAMDEN WIRE SUBSIDIARY
Oneida, N.Y. - Oneida Ltd. (NYSE/OCQ) today announced it has completed the sale
of its Camden Wire subsidiary to International Wire Group, Inc. of St. Louis,
Mo., in a transaction valued at approximately $60 million.
The sale will result in an after tax gain for Oneida of approximately $2 million
to $3 million, based on final accounting adjustments. Oneida Chairman William D.
Matthews said the gain will be included in the earnings for Oneida's 1997 first
quarter, which ends April 26, 1997.
The transaction involved International Wire making a cash payment to Oneida of
approximately $44.5 million and assuming Oneida's guarantee on $15.5 million in
Camden Wire debt.
Mr. Matthews said the sale is part of Oneida's strategy to focus on its
tableware operations. Oneida is the world's largest manufacturer of stainless
steel and silverplated flatware for the consumer and foodservice tableware
industries, and is also a major marketer of foodservice dinnerware.
Camden Wire, based in Camden, N.Y., is a fabricator of non insulated conductor
wire. Camden Wire's sales in the 1996 fiscal year totaled approximately $138
million.
