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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): September 1, 1998
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POLYVISION CORPORATION
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(Exact name of registrant as specified in its charter)
NEW YORK 1-10555 13-3482597
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
29 Laing Avenue, Dixonville, Pennsylvania 15734
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (724) 254-4321
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CURRENT REPORT ON FORM 8-K
POLYVISION CORPORATION
September 1, 1998
Item 5. OTHER EVENTS
The information contained in the Press Release issued by PolyVision
Corporation, dated September 1, 1998, a copy of which is attached hereto as
Exhibit 99.1, is incorporated herein by reference.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(c) EXHIBITS.
99.1 Press Release issued by PolyVision Corporation on September 1,
1998.
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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.
POLYVISION CORPORATION
Dated: September 1, 1998 By: /s/ Joseph A. Menniti
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Joseph A. Menniti
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit Number Description
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99.1 Press Release issued by PolyVision Corporation on
September 1, 1998.
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Exhibit 99.1
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FINANCIAL COMMUNICATIONS CONTACT: THE ALPINE GROUP CONTACT: POLYVISION CONTACT:
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<S> <C> <C>
John G. Nesbett Suzanne D. Fernandez Joseph A. Menniti
Lippert/Heilshorn & Associates Corporate Communications CEO & President
212-838-3777, ext. 303 212-757-3333 718-433-2170
E-mail: [email protected]
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POLYVISION ANNOUNCES AGREEMENT TO ACQUIRE ALLIANCE INTERNATIONAL
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RECAPITALIZATION AGREEMENT WITH THE ALPINE GROUP, INC.-
New York, New York, September 1, 1998 -- PolyVision Corporation (AMEX:
PLI), and its largest shareholder The Alpine Group, Inc. (NYSE: AGI) jointly
announced today that PolyVision Corporation has executed a definitive agreement
to acquire from Wind Point Partners III, L.P. and certain minority stockholders
all of the outstanding common stock of Alliance International Group, Inc., a
leading manufacturer of ceramic steel products used in visual displays and
writing surfaces for schools, conference rooms and other business environments.
The purchase price is approximately $75 million cash. The acquisition is
expected to be completed in October 1998 upon completion of regulatory filings
and reviews.
Joseph A. Menniti, President and Chief Executive Officer of PolyVision
stated that, "we view Alliance's business and manufacturing strengths as an
attractive and logical complement to our existing business of manufacturing
porcelain-enameled writing surfaces and other visual display products. In
addition, Alliance's operations establishes an international presence for
PolyVision and will facilitate entry in new markets of strategic importance to
our future. Coupled with the overall progress of our existing operations, the
Alliance acquisition will provide new critical mass and a solid platform for
growth. Our Greensteel subsidiary has emerged as one of the nation's premier
manufacturers of visual display products and writing surfaces for the U.S.
educational market.
Mr. Menniti added that "in blending the strengths of Greensteel and
Alliance, we plan to take full advantage of each company's experience and
marketing channels to expand our presence in our core markets, emphasize new
product development and improve profitability through sharing of best practices,
more efficient deployment of assets and overhead consolidation."
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THE ALPINE GROUP / POLYVISION
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Alliance manufactures ceramic-coated steel for various applications. It
has been principally involved in producing writing surfaces for use in schools,
conference rooms and other business environments. Alliance also produces
proprietary projection screen surfaces and various building components using
ceramic steel such as exterior panels, tunnel walls and ceilings, and other
interior surfaces. Alliance is headquartered in Norcross, Georgia, with
manufacturing facilities in Oklahoma, Belgium, France and Denmark. It had
approximately $60 million in revenues during calendar 1997.
Mr. Menniti added that, "we anticipate and are planning for a smooth
transition. Alliance's current management, noted for its entrepreneurial and
innovative leadership style, mirrors PolyVision's philosophy. Further, Michael
H. Dunn, Alliance's President and Chief Executive Officer, will become the new
President and Chief Operating Officer of PolyVision, as well as a member of its
Board of Directors."
He concluded that, "with this acquisition, PolyVision will achieve
prominence as a leading manufacturer of ceramic steel used in a full line of
high-quality visual display products with widely recognized brand names; one of
the most comprehensive distribution networks in the United States and Europe;
and extensive marketing support to each of the various market segments.
PolyVision will have projected annual revenues of approximately $100.0 million
in the U.S., the European community and selected Pacific Rim markets."
Fleet National Bank will serve as the lead bank in a financing syndicate which
will provide $95.0 million of senior debt, working capital and subordinated debt
financing to complete the purchase and fund existing operations, and a $20.0
million line of credit to support further synergistic acquisitions.
PolyVision and The Alpine Group, Inc. also announced the planned exchange
by Alpine of $25.2 million preferred stock in PolyVision and associated accrued
dividends and indebtedness of approximately $7.5 million due from PolyVision for
approximately 5.2 million shares of PolyVision common stock and approximately
$12.5 million 9% convertible subordinated securities of PolyVision. This
recapitalization will be completed concurrently with the closing of the Alliance
purchase. As a result, Alpine will own directly approximately 48% of
PolyVision's current outstanding common stock, inclusive of 17% of its common
stock currently owned. The recapitalization is not expected to result in any
material gain or loss by Alpine.
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THE ALPINE GROUP / POLYVISION
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Steven S. Elbaum, Chairman and Chief Executive Officer of Alpine, commented
that "we strongly support PolyVision's planned purchase of Alliance. We believe
that PolyVision's expanded operations, focused strategy and strong management
team will enhance shareholder value. The recapitalization with Alpine will
facilitate the Alliance purchase and the execution of PolyVision's strategy."
PolyVision, headquartered in Long Island City, New York, operates through
two subsidiaries, Greensteel, Inc. and Posterloid Corp. Greensteel manufactures
custom-designed and engineered writing, projection and other display surfaces
for educational and institutional markets. Posterloid manufactures
point-of-sale display products for fast food systems and financial services.
The Alpine Group, Inc., headquartered in New York, New York, is a holding
company with operations in two principal businesses. Superior TeleCom (NYSE:
SUT), Alpine's 50.1% owned subsidiary, is the leading manufacturer and supplier
of telecommunications copper wire and cable products to telephone companies in
North America. Superior also develops and manufactures voice and data
multiplexers and other electronics and signal processing components and systems.
Alpine's 83.4% owned refractories business, Premier Refractories International
Inc. is a global manufacturer and supplier of refractory products and services
to steel makers, aluminum, cement, glassmaking and other industries around the
world.
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EXCEPT FOR THE HISTORICAL INFORMATION HEREIN, THE MATTERS DISCUSSED IN THIS
NEWS RELEASE INCLUDE FORWARD-LOOKING STATEMENTS THAT MAY INVOLVE A NUMBER OF
RISKS AND UNCERTAINTIES. ACTUAL RESULTS MAY VARY SIGNIFICANTLY BASED ON A
NUMBER OF FACTORS, INCLUDING, BUT NOT LIMITED TO, RISKS RELATED TO POLYVISION'S
HISTORY OF OPERATING LOSSES AND ACCUMULATED DEFICIT, PRODUCT AND TECHNOLOGY
DEVELOPMENT, MARKET ACCEPTANCE OF NEW PRODUCTS AND CONTINUING PRODUCT DEMAND,
THE IMPACT OF COMPETITIVE PRODUCTS AND PRICING, POLYVISION'S DEPENDENCE ON THE
CONSTRUCTION MARKET GENERALLY, FUTURE CAPITAL REQUIREMENTS, CHANGING ECONOMIC
CONDITIONS, INCLUDING CHANGES IN SHORT-TERM INTEREST RATES, AND OTHER RISK
FACTORS DETAILED IN THE COMPANY'S MOST RECENT ANNUAL REPORT AND OTHER FILINGS
WITH THE SECURITIES AND EXCHANGE COMMISSION.
