ASTEC INDUSTRIES INC
8-K, 1997-12-12
CONSTRUCTION MACHINERY & EQUIP
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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):  December 2, 1997



            		ASTEC INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)




	         Tennessee	
(State or other jurisdiction 	of incorporation)

          0-14714            
(Commission File Number)

          62-0873631		
(IRS Employer Identification No.)




          4101 Jerome Avenue
          Chattanooga, Tennessee 37407
(Address of Principal Executive Offices)



          (423) 867-4210
(Registrant's telephone number, including area code)

<PAGE>				

Item 2.	ACQUISITION OR DISPOSITION OF ASSETS

On December 2, 1997, Astec Industries, Inc. ("Astec") 
acquired certain assets of the Construction Equipment Division of 
Portec, Inc. ("Portec"), a Delaware corporation, for $20,297,650, 
paid in cash at closing, subject to certain adjustments which may be 
required on the closing balance sheet.  In connection with the 
consummation of this transaction, First Chicago Bank, Astec's 
principal lender, acquired substantially all of the machinery, 
equipment, furniture and fixtures of the business and 
simultaneously leased such assets to Astec for its use in connection 
with the continued operation of the business.  The acquired 
business, located in Yankton, South Dakota, designs, manufactures 
and markets several well-known lines of aggregate processing 
equipment, including the Pioneer line of jaw crushers (established 
in 1931), the Kolberg line of sand classification equipment and 
portable conveyors (established in 1965), and Portec Environmental 
products such as screening plants utilized in the recycle and 
aggregate markets.  The assets acquired and leased will continue to 
be used in the design, manufacture and marketing of such product 
lines and the new business will continue to be located in Yankton, 
South Dakota.

The assets of the Construction Equipment Division of 
Portec acquired by Astec consist primarily of a manufacturing 
facility, land, inventories and receivables and, together with the 
assets leased from First Chicago, constitute substantially all of the 
assets used in its manufacturing operation.

The purchase price was determined as a result of arms-
length negotiations between Astec and Portec.  Astec used funds 
from its existing revolving line of credit with First Chicago Bank to 
effect this acquisition.

<PAGE>

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.


      	ASTEC INDUSTRIES, INC.	

       /s/ J. Don Brock  

Date:  December 12, 1997	By:	  	
       J. Don Brock	President and Chairman of the Board



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