<PAGE>
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, 1994 (December
29, 1993)
Eljer Industries, Inc.
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(Exact name of registrant as specified in charter)
Delaware 1-10181 75-2270874
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) No.)
17120 Dallas Parkway, Dallas, Texas 75248
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: (214) 407-2600
Not applicable
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(Former name or former address, if changed since last report)
<PAGE>
Item 5 Other Events
On December 29, 1993, Eljer Industries, Inc. (the "Company") announced that
Hoechst Celanese Corporation ("Hoechst Celanese") filed suit in the Superior
Court of New Jersey against Household International, Inc. ("Household"), the
former parent of the Company, Eljer Manufacturing, Inc., a wholly-owned
subsidiary of the Company, and United States Brass Corporation ("U.S. Brass"), a
wholly-owned indirect subsidiary of the Company.
Hoechst Celanese was the manufacturer of a resin from which U.S. Brass
injection molded the Celcon acetal fittings previously used in its polybutylene
plumbing systems. The suit alleges that the defendants failed to test the
products and fraudulently induced Hoechst Celanese to sell and continue to sell
raw materials for the plumbing systems from the late 1970s to 1990. Hoechst
Celanese also claims that Household interfered with sharing arrangements between
U.S. Brass and Hoechst Celanese for handling the plumbing system liability
claims by rendering the subsidiaries of the Company incapable of meeting their
respective obligations as a result of the spin-off of the Company by Household
in 1989. In the lawsuit, Hoechst Celanese seeks compensatory and punitive
damages from the defendants and a declaration that Household and Eljer
Manufacturing, Inc. are liable for all obligations of U.S. Brass arising out of
the sharing arrangements and the polybutylene plumbing system actions.
The Company denies the allegations against its subsidiaries and intends to
vigorously defend the lawsuit.
The press release dated December 29, 1993, describing the above is filed as
an exhibit hereto and is incorporated by reference herein.
<PAGE>
Item 7 Exhibits
99A The press release dated December 29, 1993, describing the suit against
Household by Hoechst Celanese in connection with Polybutylene Plumbing
Systems.
<PAGE>
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.
ELJER INDUSTRIES, INC.
Date: January 7, 1994 By: /S/ Henry W. Lehnerer
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Henry W. Lehnerer
Vice President - Finance &
Chief Financial Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
Exhibit No. Page No.
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<C> <S> <C>
99A The press release dated December 29, 1993,
describing the suit filed by Hoechst Celanese
against Household in connection with Polybutylene
Plumbing Systems
</TABLE>
<PAGE>
News Release
FOR: ELJER INDUSTRIES, INC.
APPROVED BY: Edward W. Fordyce, Jr.
Vice President - General Counsel
(214) 407-2600
For Immediate Release
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CONTACT: Morgen-Walke Associates
Lynn Morgen/June Filingeri
(212) 850-5600
Ken Pieper (214) 701-8851
HOUSEHOLD INTERNATIONAL AND ELJER SUBSIDIARIES SUED BY
HOECHST CELANESE IN CONNECTION WITH POLYBUTYLENE PLUMBING SYSTEMS
Dallas, Texas, December 29, 1993- Eljer Industries, Inc. (NYSE:ELJ)
reported today that Hoechst Celanese Corporation has filed suit in the Superior
Court of New Jersey against Household International, Inc. (NYSE:HI), the former
parent of Eljer Industries, and two subsidiaries of Eljer Industries. The suit
alleges a scheme to induce Hoechst Celanese to sell and continue to sell raw
materials for use in polybutylene plumbing systems and to divert to Hoechst
Celanese the defendants' liability for claims and litigation arising from
alleged failures in the plumbing systems. Named in the litigation are Eljer
Manufacturing, Inc., a wholly-owned subsidiary of Eljer Industries, and United
States Brass Corporation, a wholly-owned indirect subsidiary of Eljer
Industries.
Hoechst Celanese was the manufacturer of a resin from which U.S. Brass
injection molded the Celcon acetal fittings previously used in its polybutylene
plumbing systems. In its lawsuit, Hoechst Celanese asserts that the defendants
failed to test the products and fraudulently induced Hoechst Celanese to sell
and continue to sell raw materials for the plumbing systems from the late 1970s
to 1990. Hoechst Celanese also claims that Household interfered with sharing
arrangements between U.S. Brass and Hoechst Celanese for handling the plumbing
system liability claims by rendering the subsidiaries of Eljer Industries
incapable of meeting their respective obligations as a result of the spin-off of
Eljer Industries by Household in 1989. In the lawsuit, Hoechst Celanese seeks
compensatory and punitive damages from the defendants and a declaration that
Household and Eljer Manufacturing are liable for all obligations of U.S. Brass
arising out of the sharing arrangements and the polybutylene plumbing system
actions.
-MORE-
(LETTERHEAD OF MORGEN-WALKE)
<PAGE>
-Page 2-
HOUSEHOLD AND ELJER SUBSIDIARIES SUED BY HOECHST CELANESE
Eljer Industries noted that Hoechst Celanese, Shell Chemical Company, the
manufacturer of polybutylene resin from which U.S. Brass extruded the pipe used
in the plumbing system, and Eljer Industries and its subsidiaries are defendants
in a number of lawsuits filed by homeowners, developers, builders and plumbing
contractors which involve the polybutylene plumbing manufactured and sold by
U.S. Brass. In defending these actions, the defendants are also litigating their
respective responsibility and liability for the alleged defects in the plumbing
system. As previously reported by Eljer, in cases in which systems have leaked,
the vast majority of the failures experienced to date have involved Celcon
fittings, rather than the polybutylene pipe. U.S. Brass stopped selling these
fittings in residential site-built construction after 1986 and began selling
copper and brass insert fittings which have performed satisfactorily.
Scott G. Arbuckle, President and Chief Executive Officer of Eljer
Industries, commented: "We deny the allegations against Eljer's subsidiaries
and intend to vigorously defend this lawsuit. The new case by Hoechst Celanese
involves many of the same issues involved in the pending polybutylene cases. In
addition, the thrust of the new case seems to be against Household since
substantially all of the actions complained of by Hoechst Celanese occurred
prior to or in conjunction with the spin-off of Eljer Industries by Household in
1989."
Eljer Industries, Inc. is a leading manufacturer and marketer of high
quality products including plumbing, heating and ventilating products, for the
residential and commercial construction, remodeling and repair, and
do-it-yourself markets.
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