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As filed with the Securities and Exchange Commission on April 12, 1996
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 2, 1996
BLISS & LAUGHLIN INDUSTRIES
(Exact name of registrant as specified in its charter)
DELAWARE 1-7362 36-2607304
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification Number)
incorporation)
281 EAST 155TH STREET
HARVEY, ILLINOIS 60426
(Address of principal executive offices) (Zip Code)
(708) 333-1220
(Registrant's telephone number, including area code)
Exhibit Index located on page 5
Page 1
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On April 2, 1996, B & L Acquisition Corporation, a Delaware
corporation ("Sub"), merged (the "Merger") with and into Bliss & Laughlin
Industries Inc., a Delaware corporation (the "Company"), with the Company being
the surviving corporation. As a result of the Merger, the Company is now a
wholly-owned subsidiary of Bar Technologies Inc., a Delaware corporation
(formerly known as BRW Steel Corporation) ("BarTech").
The Merger occurred pursuant to the Amended Agreement and Plan of
Merger, dated as of October 4, 1996 among BarTech, Sub and the Company, as
amended by Amendment No. 1 dated October 18, 1996 (collectively, the "Merger
Agreement"). At the effective time of the Merger, each outstanding share of
Common Stock, $.01 par value per share, of the Company (the "Common Stock")
(other than shares of Common Stock held by the Company as treasury stock
immediately prior to the Effective Time and shares of Common Stock held by
BarTech, Sub, or any direct or indirect subsidiary of BarTech, which shares were
cancelled, and other than shares of Common Stock held by stockholders of the
Company, if any, who properly exercised their appraisal rights under Delaware
law) was cancelled and converted into the right to receive $9.50 in cash,
without interest. The aggregate purchase price for the shares of Common Stock
was approximately $38.2 million, plus related fees and expenses.
In connection with the acquisition of the Company, BarTech offered
91,609 units (the "Units"), each consisting of $1,000 principal amount of
13-1/2% Senior Secured Notes due 2001 of BarTech (the "Notes") and 91,609
warrants (the "Warrants"), each Warrant initially entitling the holder thereof
to purchase one share of Class A Common Stock, par value $.001 per share of
BarTech. In addition, BarTech and certain of its subsidiaries entered into the
Revolving Credit Facility. The Blackstone Group purchased shares of Class B
Common Stock of BarTech for gross proceeds of approximately $30 million in cash
(the "Blackstone Investment"). The net proceeds to BarTech from the sale of the
Units, estimated to be $82.7 million, together with the proceeds from the
Blackstone Investment and cash on hand, were used by BarTech to (i) pay the
merger consideration, (ii) repay certain outstanding indebtedness of BarTech and
the Company, (iii) pre-fund $20 million of the anticipated cost of Phase Two of
BarTech's modernization and expansion plan, (iv) pay other fees and expenses
related to the BarTech's recapitalization and (v) fund an interest escrow
account for the benefit of the holders of the Notes to be released for the
payment of interest on the Notes, when due, on the first three interest payment
dates.
The Company is a manufacturer of cold finished steel bars. As a
result of the Merger, the Company believes that it will realize significant
benefits, including: (i) the cost advantages of integration with BarTech's hot
rolled steel bar production facilities in Lakawanna, New York and Johnstown,
Pennsylvania and (ii) the cost savings through the consolidation of selected
corporate functions and the synergy of certain sales and marketing efforts and
other activities.
Page 2
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The summary set forth herein of the Merger Agreement does not
purport to be complete and is qualified in its entirety by reference to the
Merger Agreement which is incorporated herein by reference to Exhibit 2.1.
A copy of the press release issued by the Company on April 2, 1996,
announcing the Merger is incorporated herein by reference as Exhibit 99.1 and is
attached hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
2.1 Amended Agreement and Plan of Merger, dated as of October 4,
1996 among BarTech, Sub and the Company, as amended by
Amendment No. 1 dated October 18, 1996 (incorporated herein
by reference to Annex A to the Proxy Statement dated
December 21, 1995 of Bliss & Laughlin Industries, Inc.)
99.1 Text of press release dated April 2, 1996, issued by the
Company.
Page 3
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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.
BLISS & LAUGHLIN INDUSTRIES INC.
By: /s/ Thomas J. Campbell
-----------------------------------
Name: Thomas J. Campbell
---------------------------------
Title: Executive Vice President
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Date: April 12, 1996
Page 4
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EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NUMBER DOCUMENT DESCRIPTION PAGE NUMBER
------ -------------------- -----------
2.1 Amended Agreement and Plan of Merger,
dated as of October 4, 1996 among BarTech,
Sub and the Company, as amended by
Amendment No. 1 dated October 18, 1996
(incorporated herein by reference to Annex
A to the Proxy Statement dated December
21, 1995 of Bliss & Laughlin Industries, Inc.)
99.1 Text of press release dated April 2, 1996. E-1
Page 5
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EXHIBIT 99.1
PRESS RELEASE
DOREMUS NEWSROOM 200 Varick Street, New York, NY 10014
T:212.366.3100 F:212.366.3105
Contact: Paul J. Austgen
Vice President & Chief Financial Officer
Bliss & Laughlin Industries Inc.
(312) 264-1800
FOR IMMEDIATE RELEASE
BLISS & LAUGHLIN INDUSTRIES INC. MERGER COMPLETED
HARVEY, Ill., April 2--Bliss & Laughlin Industries Inc. (Nasdaq/NNM: BLIS)
announced today that it has consummated the merger with a subsidiary of Bar
Technologies Inc. in accordance with the terms of their previously announced
merger agreement. Bliss & Laughlin Industries is the surviving corporation in
the merger and has become a wholly owned subsidiary of Bar Technologies Inc.
The merger agreement provides that each outstanding share of Bliss &
Laughlin common stock will be cancelled and converted into the right to receive
$9.50 in cash, without interest. Stockholders should await instructions from
United States Trust Company of New York, the disbursing agent for payment of the
merger consideration, regarding the surrender of their stock certificates.
In view of the merger, Bliss & Laughlin's common stock will be removed from
trading on the Nasdaq Stock Market, and as its stock transfer books have been
closed, no further transfers of record of stock certificates will be made on its
stock transfer books.
Headquartered in Harvey, Ill., Bliss & Laughlin Industries Inc. is a
manufacturer of cold finished steel bars, producing the widest range of grades,
sizes and shapes in the industry.
* * *
April 2, 1996
E-1
