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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) April 11, 1996.
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METAL MANAGEMENT, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-14836 94-2835068
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1250 Ninth Street, Berkeley, CA 94710
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (510) 524-3950
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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 1. CHANGES IN CONTROL OF REGISTRANT.
By virtue of the transactions described in Item 2 below, there may have
been a change in control of the registrant. See the disclosure contained in Item
2.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On April 11, 1996 (the "Closing Date"), the Registrant, Metal
Management, Inc., formerly General Parametrics Corporation (the "Company" or the
"Registrant"), effectively acquired all of the assets of EMCO Recycling Corp.,
an Arizona corporation ("EMCO") by means of a reverse triangular merger in which
the Company's wholly owned subsidiary, GPAR Merger, Inc., an Arizona corporation
("Sub"), was merged with and into EMCO, with EMCO remaining as the surviving
corporation, pursuant to a Merger Agreement dated as of December 1, 1995, and as
amended through March 7, 1996 (the "Merger Agreement") between the Company, Sub,
EMCO, and the direct and indirect beneficial owners of EMCO's Common Stock (the
"Acquisition"). In the Acquisition, the outstanding shares of EMCO were
converted into the right to receive an aggregate of 3,500,000 shares of Common
Stock of the Company, warrants to purchase an aggregate of an additional
1,000,000 shares of Common Stock of the Company and $1,150,000 in cash.
For the disclosure required by Item 2, please see the information
contained in the Registrant's Joint Proxy Statement dated March 8, 1996 filed
with the Commission (Exhibit 99.1 to this Report) contained in the sections
titled "Risk Factors -- Control of Combined Company by Current Management and
Principal Stockholders," "The Merger and Related Transactions -- Background of
the Merger," "--Reasons for the Transaction," "--Opinion of Financial Advisor,"
"--Conversion of EMCO Shares," "--Related Agreements," "--Indemnification and
Hold-Back of GPC Shares," "-- Interests of Certain Persons in the Merger,"
"--Related Transactions" and "Management," which information is incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
The Audited Consolidated Financial Statements of EMCO Recycling Corp.
as of March 31, 1995 and 1994 and for the year ended March 31, 1995 and the
eleven months ended March 31, 1994 are included on pages F-14 through F-19 of
Exhibit 99.1. A manually signed report of EMCO's independent accountants
relating to the Consolidated Financial Statements for EMCO as of March 31, 1994
and 1995 is included herewith as Exhibit 99.2.
It is impracticable to provide Audited Consolidated Financial
Statements of EMCO Recycling Corp. as of January 31, 1996 and for the ten months
ended January 31, 1996 at this time. The Registrant will file the required
audited financial statements within 60 days of the date of this Report.
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(b) Pro Forma Financial Information.
Pro forma financial statements giving effect to the Acquisition for the
year ended October 31, 1995 are included on pages 41 through 45 of Exhibit 99.1.
However, it is impracticable to provide pro forma financial information as
required by this Item at this time. The Registrant will file the required pro
forma financial information within 60 days of the date of this Report.
(c) Exhibits.
2.1 Merger Agreement dated as of December 1, 1995, and as
amended through March 7, 1996, between the Company,
Sub, EMCO and the direct and indirect beneficial
owners of EMCO's Common Stock. (See Appendix A of
Exhibit 99.1).
24.1 Consent of Arthur Andersen LLP.
99.1 Joint Proxy Statement of the Company and EMCO, dated
March 8, 1996, furnished to the stockholders of the
Company and shareholders of EMCO (incorporated by
reference from Definitive Joint Proxy Statement of
the Company and EMCO, dated March 8, 1996, filed with
the Commission).
99.2 Report of Arthur Andersen LLP on the financial
statements for EMCO Recycling Corp. as of March 31,
1995 and 1994 and for the year ended March 31, 1995
and for the period from inception (May 1, 1993) to
March 31, 1994, included in the Joint Proxy Statement
furnished to the stockholders of the Registrant and
shareholders of EMCO dated March 8, 1996.
ITEM 9. CHANGE IN FISCAL YEAR
On April 25, 1996, the Board of Directors of the Company approved a
change in the Company's fiscal year end from October 31 to March 31, effective
April 1, 1996. A Quarterly Report on Form 10-Q will be filed for the
transitional five-month period ended March 31, 1996.
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
METAL MANAGEMENT, INC.
/s/ WILLIAM A. SPAZANTE
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William A. Spazante, Vice President,
Finance and Chief Financial Officer
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Exhibit 24.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
(and to all references to our firm) included in or made a part of this Form
8-K.
/s/ ARTHUR ANDERSEN LLP
Phoenix, Arizona
April 25, 1996
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Exhibit 99.2
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors of
EMCO RECYCLING CORP.
We have audited the accompanying consolidated balance sheets of EMCO
RECYCLING CORP. (an Arizona corporation) as of March 31, 1995 and 1994, and the
related consolidated statements of income, stockholders' equity, and cash flows
for the year ended March 31, 1995 and for the period from inception (May 1,
1993) to March 31, 1994. These financial statements are the responsibility of
the Companies' management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of EMCO RECYCLING
CORP. as of March 31, 1995 and 1994, and for the results of their operations
and their cash flows for the year ended March 31, 1995 and for the period from
inception to March 31, 1994, in conformity with generally accepted accounting
principles.
ARTHUR ANDERSEN LLP
Phoenix, Arizona
August 11, 1995
(except with respect to the matter
discussed in Note 12, as to which
date is August 29, 1995).
