SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported) September 22, 1995
Jordan Industries, Inc.
(Exact name of registrant as specified in its charter)
Illinois 33-24317 36-3598114
(State or other (Commission (I.R.S. Employer
Jurisdiction File Number Identification No.
ArborLake Centre, Suite 550
1751 Lake Cook Road, Deerfield, IL 60015
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (708) 945-5591
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Item 2. Acquisition or Disposition of Assets
On September 22, 1995, Jordan Industries, Inc. ("the Company"),
through its newly-formed wholly-owned subsidiary, M-K Holdings, Inc.,
bought all of the common stock of Merkle-Korff Industries, Inc.,
Mercury Industries, Inc. and Elmco Industries, Inc. ("Merkle-Korff"),
manufacturers of fractional horsepower motors and gear motors. M-K
Holdings, Inc. and Merkle-Korff were designated as non-restricted
subsidiaries for purposes of the Company's indentures relating to its
Senior Notes and Senior Subordinated Discount Debentures.
In connection with the acquisition, the Company, through M-K Holdings,
Inc., paid an aggregate of $107.5 million, including related
transaction fees and expenses of $6.9 million, which has not yet been
allocated. Of the $100.6 million balance, $5.6 million was paid by
M-K Holdings to the Merkle-Korff seller in cash on September 25, 1995,
and the remainder was financed through a $90.0 million Note issued by
M-K Holdings to the Merkle-Korff seller (which Note is due December
31, 1996) and a $5.0 million Subordinated Note issued by M-K Holdings
to the Merkle-Korff seller (which Note has a final maturity date of
December 31, 2003). The $90.0 million Note is supported by a letter
of credit, which is secured by a $90.0 million cash collateral account
established by the Company and M-K Holdings with cash newly borrowed
by M-K Holdings and cash contributed to M-K Holdings by the Company
and its affiliates in connection with the Merkle-Korff acquisition.
For the last twelve months ended August 31, 1995, Merkle-Korff had net
sales of $52.3 million and an adjusted EBITDA of $16.0 million.
Item 7. Financial Statements and Exhibits
(a) Financial Statements
It is not practicable to provide the required financial statements for
the acquired business at this time. The required financial statements
will be filed no later than November 14, 1995.
(b) Pro Forma Financial Information
The pro forma financial information will be filed no later than
November 14, 1995.
(c) Exhibits
2. (a) Agreement For Purchase And Sale Of Stock Of Merkle-Korff
Industries, Inc., Mercury Industries, Inc. and
Elmco Industries, Inc. dated May 26, 1995.
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(b) M-K Holdings, Inc., Non-Negotiable Subordinated Note
Due December 31, 2003 dated September 22, 1995.
(c) Credit Agreement among MK Group, Inc., M-K Holdings,
Inc., Various Banks and Bankers Trust Company, as
Agent.
Certain exhibits and schedules to the agreements referred to in Item
2(a) have not been included; they will be furnished supplementally if
requested by the Commission. M-K Holdings, Inc. has also entered into
Intercompany Notes, Intercompany Management Agreements and
Intercompany Tax Sharing Agreements with Merkle-Korff which are
identical in all material respects with the notes and agreements
incorporated by reference in Jordan Industries, Inc.'s 1994 10-K
report. Copies of such additional notes and agreements therefore,
have not been included as exhibits to this filing in accordance with
instruction 2 to Item 601 of Regulation S-K.
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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 thereunto duly authorized.
JORDAN INDUSTRIES, INC.
September 26, 1995 By Thomas C. Spielberger
Vice President, Controller
and Principal Accounting
Officer
