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):
December 19, 1996 (December 16,1996)
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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
Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: (972) 407-2600
Not applicable
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(Former name or former address, if changed since last report)
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Item 5 Other Events
On December 16, 1996, Eljer Industries, Inc. (the "Company", or "Eljer
Industries") reported the execution of a definitive merger agreement in which an
affiliate of Zurn Industries, Inc. has agreed to acquire all the outstanding
shares of common stock of Eljer for $24.00 per share in cash. Zurn will commence
a tender offer for the Eljer shares by Friday, December 20, 1996. The expiration
date of the tender offer will be 20 business days following commencement, unless
the offer is extended.
The transaction has received the approval of the Boards of Directors of both
companies and is subject to only customary regulatory approvals. The Board of
Directors of Eljer recommends that the offer be accepted by the Eljer
shareholders.
The press release dated December 16, 1996, describing the above is filed as an
exhibit hereto and is incorporated by reference herein.
Item 7 Exhibits
Press release dated December 16, 1996 announcing Zurn Industries, Inc.'s offer
to buy all of the outstanding shares of Eljer Industries.
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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.
ELJER INDUSTRIES, INC.
Date: December 19, 1996 By: /s/Brooks F. Sherman
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Brooks F. Sherman
Vice President - Finance &
Chief Financial Officer
(Principal Financial and
Accounting Officer)
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EXHIBIT INDEX
EXHIBIT NO.
99 Press release dated December 16, 1996 announcing Zurn Industries,
Inc.'s offer to buy all of the outstanding shares of Eljer
Industries.
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PRESS RELEASE
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CONTACT: Zurn Industries, Inc.
John R. Mellett
Chief Financial Officer
(814) 452-2111
Deutsche Morgan Grenfell
Jonathan P. Wendell
(212)469-8016
CONTACT: Eljer Industries, Inc.
Brooks Sherman
Chief Financial Officer
(972) 407-2603
Bear, Stearns & Co. Inc.
Sheldon I. Stein
(214) 979-7935
FOR IMMEDIATE RELEASE
Morgen-Walke Associates
Lynn Morgen/June Filingeri
Media contact: Stan Froelich
(212) 850-5600
ZURN INDUSTRIES, INC. TO BUY ELJER INDUSTRIES, INC.
DALLAS, Texas, December 16, 1996 - Eljer Industries, Inc. (NYSE:ELJ) and
Zurn Industries, Inc. (NYSE:ZRN) announced today the execution of a definitive
merger agreement in which an affiliate of Zurn has agreed to acquire all of the
outstanding shares of common stock of Eljer for $24.00 per share in cash. Zurn
will commence a tender offer for the Eljer shares by Friday, December 20, 1996.
The expiration date of the tender offer will be 20 business days following
commencement, unless the offer is extended.
Eljer, based in Dallas, TX is a leading manufacturer and marketer of high
quality building products, including plumbing, heating and ventilation products,
for residential and commercial
- more -
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ZURN INDUSTRIES, INC. TO BUY ELJER INDUSTRIES, INC. Page 2
construction, remodeling and repair, and do-it-yourself markets. Eljer's 1995
revenues were $397.4 million. With FY 1996 reported revenues of $421.5 million,
Zurn, based in Erie, PA, is an industry leader in manufacturing and marketing of
plumbing products (principally to the specification markets) and in providing
water resource construction services and fire protection systems.
The merger of Zurn and Eljer will create a leader in plumbing products and
HVAC markets. Zurn and Eljer believe that the merger offers very attractive
product and market synergies for both Zurn and Eljer products.
The transaction has received the approval of the Boards of Directors of
both companies and is subject to only customary regulatory approvals. The Board
of Directors of Eljer recommends that the offer be accepted by the Eljer
shareholders.
"The acquisition of Eljer fits perfectly with Zurn's strategic focus on
plumbing products and the growth of those businesses," said Robert R. Womack,
Zurn Chairman and CEO. "Eljer's products and markets are very complementary with
those of Zurn and we believe the combined business has significant advantages."
Commenting on the merger, Scott G. Arbuckle, Eljer Chairman and CEO, said,
"We are pleased to have reached an agreement with Zurn which we feel is in the
best interest of our shareholders and also provides the Company with a strong
partner and resources for future growth. The management teams of our two
organizations fit well and we believe the outlook for the combined organization
to be exciting."
Zurn has indicated that it will finance this transaction through a
combination of internal cash resulting from its recent sale of business units
and loans committed by its existing lenders.
Deutsche Morgan Grenfell Inc. acted as financial advisor to Zurn and Bear,
Stearns & Co. Inc. was financial advisor to Eljer. Deutsche Morgan Grenfell
will act as dealer-manager for the tender offer.
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(LETTERHEAD OF MORGEN WALKE)
