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): January 7, 1998
Sybron Chemicals Inc.
(Exact name of Registrant as specified in its charter)
Delaware 0-19983 51-0301280
(State or other juris- (Commission (IRS Employer
diction of incorporation) File No.) Identification No.)
Birmingham Road, P.O. Box 66
Birmingham, New Jersey 08011
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 893-1100
(Former name or former address, if changed since last report)
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Item 5. Other Events.
The Registrant is filing this Current Report on Form 8-K solely for
the purpose of filing the Exhibit listed in Item 7(c) below.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
Exhibit 99.1 Press Release dated January 7, 1998.
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.
Sybron Chemicals Inc.
(Registrant)
Date: January 8, 1998
By: /s/ Dennis J. Fiore
Dennis J. Fiore
Vice President, Finance and
Chief Financial Officer
-2-
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EXHIBIT INDEX
Exhibit Description Method of Filing
99.1 Press Release dated January 7, 1998. Filed electronically herewith.
-3-
FROM: Sybron Chemicals Inc.
Birmingham Road
Birmingham, NJ 08011
CONTACT: Richard M. Klein
President and Chief Executive Officer
(609) 893-1100
FOR RELEASE: Immediately
January 7, 1998
SYBRON CHEMICALS INC. REJECTS OFFER
BIRMINGHAM, NJ, January 7, 1998 -- Sybron Chemicals Inc. (the
"Company") (AMEX: SYC) said today that its Board of Directors has unanimously
rejected an unsolicited offer by GenCorp to acquire all of the Company's stock
in a merger in which the Company's stockholders would receive $38 per share in
cash. The Company said that the Board's action was based, in part, on letters
received from Citicorp Venture Capital, Ltd., Richard M. Klein, the Company's
President and John H. Schroeder, the Company's Executive Vice President
(together, the "Investor Group"), stating that they intend to remain
stockholders in the Company. Because the Investor Group owns in excess of 45% of
the Company's outstanding stock, the Board concluded that the GenCorp offer was
not viable.
As previously announced, the Company has entered into a definitive
merger agreement with a company established by the Investor Group pursuant to
which the Company's stockholders would receive $34.50 per share in cash. That
transaction is subject, among other things, to the approval of a majority of the
Company's stockholders not affiliated with the Investor Group.
Sybron Chemicals is an international specialty chemical company that
develops, produces and markets specialty chemicals in two main market segments:
textile preparation, dyeing, printing and finishing, and Environmental
(primarily related to water and waste treatment). Products include Tanatex(R)
dyehouse chemicals and Jersey State(TM), Auralux(TM) and other finishing
chemicals for the textile and carpet industries; Ionac(R) ion exchange resins
for use in water treatment and special applications; specialty resins for use in
reprographic and laser printer toners, Bi-Chem(R) biologically active seed
cultures for industrial, municipal and sanitary waste treatment and groundspill
clean-up. For more information on Sybron Chemicals Inc., please visit us on the
World Wide Web at http://www.sybronchemicals.com/
