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SECURITIES AND EXCHANGE COMMISSION
Washington DC 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) November 2, 1998
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CROWN ANDERSEN INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-14229 58-1653577
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(State or other jurisdic- (Commission File No.) (IRS Employer
tion of incorporation) Identification No.)
306 Dividend Drive, Peachtree City, Georgia 30269
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(Address of principal executive offices, including zip code)
(770) 486 2000
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(Registrant's telephone number, including area code)
Page 1 of 3
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Item 5. Other Events
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On November 2, 1998, the Registrant announced that it had signed a letter
of intent to acquire the stock of Griffin Environmental, Inc. located in
Syracuse, New York, in a cash transaction. The Registrant is conducting its due
diligence and expects to close on the acquisition in 45-60 days. More details of
this event are contained in the exhibit referenced in Item 7.
Item 7. Financial Statements and Exhibits
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c. Exhibits
The following exhibits are filed as part of this report:
Press release dated November 2, 1998.
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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.
CROWN ANDERSEN INC.
Date: November 3, 1998 By: /s/ Jack D. Brady
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Jack D. Brady
Chairman of the Board
Chief Executive Officer
President
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[LETTERHEAD OF CROWN ANDERSEN INC. APPEARS HERE]
November 2, 1998 Press Release #093
Peachtree City, Georgia USA FOR IMMEDIATE RELEASE
CROWN ANDERSEN INC TO ACQUIRE GRIFFIN ENVIRONMENTAL, INC.
Crown Andersen Inc., the Peachtree City, Georgia-based supplier of process
equipment and engineered environmental products and systems, today announced
that it had signed a letter of intent to acquire the stock of Griffin
Environmental, Inc. located in Syracuse, New York, in a cash transaction.
Crown Andersen is conducting its due diligence and expects to close on the
acquisition in 45-60 days. The acquisition price was not disclosed, but is
subject to completion of the due diligence procedures. Griffin will be operated
as a wholly-owned subsidiary of Crown Andersen Inc. Griffin, a privately owned
and well established manufacturer of fabric filter baghouses, owns and operates
a manufacturing facility in Syracuse, New York, and generates revenues of about
$6 million per year. The baghouse product line will round out the air pollution
control products offered by Crown Andersen through its two other operations,
Andersen 2000 Inc in Peachtree City, Georgia, and Montair Andersen b.v. in
Sevenum, Holland.
With the exception of Mr. Frank V. Smith, Griffin's owner, who is retiring (but
will remain as a consultant to Crown Andersen for one year), Crown Andersen will
retain all of the Griffin staff and plans to expand Griffin operations not only
in Syracuse, but into the western United States and Europe.
The acquisition of Griffin Environmental will be financed in part with $900,000
in proceeds from a private placement of 300,000 shares of Crown Andersen common
stock at $3.00 per share to a private investor who was formerly affiliated with
the Company and will be taking an active role on the Company's Board of
Directors.
Forward-Looking Statements.
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This press release contains certain forward-looking statements. The Company's
results may differ materially from those in the forward-looking statements.
Forward-looking statements are based on management's current views and
assumptions, and involve risks and uncertainties that significantly affect
expected results. For example, operating results may be affected by several
external factors. Such factors include, but are not limited to, changes in the
regulatory environment, general conditions in the environmental industry, the
Company's competitive position, and economic conditions in international
markets.
FOR FURTHER INFORMATION CONTACT:
MILTON EMMANUELLI, CHIEF FINANCIAL OFFICER OR
JAN BISCHOFF, SHAREHOLDER RELATIONS
