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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) August 6, 1996
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DEFIANCE, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-14044 34-1526359
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1111 Chester Avenue, Suite #750, Cleveland, OH 44114-3516
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(Address of principal offices) (Zip Code)
Registrant's telephone number, including area code (216) 861-6300
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Not applicable
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(Former name or former address, if changed since last report.)
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Item 5. Other events,
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On August 6, 1996, the registrant announced it had entered into a definitive
agreement to sell all the common shares of its Vaungarde, Incorporated
subsidiary to Quoin, Inc., a privately held company with headquarters in Grand
Rapids, Michigan.
Item 7. Financial statements and exhibits.
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(c) Exhibits.
28.1 August 6, 1996 press release.
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 thereunto duly authorized.
Dated: August 8, 1996 DEFIANCE, INC.
By: /s/ Michael J. Meier
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Michael J. Meier
Vice President -- Finance,
Chief Financial Officer,
Secretary and Treasurer
(Principal Financial Officer)
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EXHIBIT 28.1
[Defiance Letterhead]
FOR IMMEDIATE RELEASE
DEFIANCE, INC. ANNOUNCES AGREEMENT TO SELL
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VAUNGARDE SUBSIDIARY AND DISCUSSES FISCAL 1996 EARNINGS
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CLEVELAND, Ohio, August 6, 1996 -- Defiance, Inc. (Nasdaq NNM: DEFI) has entered
into a definitive agreement to sell all the common shares of its Vaungarde,
Incorporated subsidiary to Quoin, Inc., a privately held company with
headquarters in Grand Rapids, Michigan. Vaungarde, located in Owosso, Michigan,
molds and paints plastic parts for the domestic motor vehicle industry.
A non-cash charge for the loss anticipated on the sale of Vaungarde of
approximately $2,600,000 ($0.39 per share) will be included in Defiance's
results for the fourth quarter of fiscal 1996, which ended June 30. The
transaction is expected to close by the end of August 1996.
Jerry A. Cooper, president and chief executive officer, said, "Part of our
long-term strategy is to focus on our core competencies -- tooling systems,
testing services and precision machined components for the U.S. automotive
industry. Our core business units all offer engineered products and services to
niche markets and have produced operating margins which we expect will continue
to be sufficient to fund future capital requirements and create acceptable
returns for shareholders.
"While we have achieved substantial improvements over the past year in
Vaungarde's operations, which bodes well for its future, the business does not
fit our long-term strategic direction. We are pleased to have reached a
definitive agreement to sell Vaungarde and look forward to concentrating future
efforts upon growing our core businesses and exploring acquisitions that fit our
long-term direction."
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EXHIBIT 28.1
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Commenting on fiscal 1996 earnings, Mr. Cooper said, "We currently estimate
fourth quarter earnings before the effect of the Vaungarde sale will be $0.23
per share. This compares with $0.07 per share in the third quarter and $0.28 per
share in the fourth quarter a year ago. These results would bring the year to
$0.63 per share before the effect of the Vaungarde sale. We expect final audited
earnings figures will be released within the next few days."
Vaungarde molds plastic parts using reaction injection molding processes
and paints parts of various polymers produced internally or provided by other
molders. The company primarily serves original equipment and after-market
manufacturers in the automotive, heavy truck, agricultural and recreational
vehicle industries. Vaungarde had sales of approximately $10,000,000 and an
operating loss for the fiscal year ended June 30, 1996. Vaungarde accounted for
approximately 1O% of Defiance's fiscal 1996 revenues.
Defiance, Inc. is recognized as a world-class supplier of tooling systems,
testing services and precision machined components to the U.S. motor vehicle
industry, with headquarters in Cleveland, Ohio.
Contact: Patrick Gallagher, Edward Howard & Co., (216) 781-2400
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