SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 27, 1998
AMTROL Inc.
(Exact name of registrant as specified in its charter)
Rhode Island 0-20328 05-0246955
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
1400 Division Road, West Warwick, Rhode Island 02893
(Address of principal executive offices) (Zip Code)
(401) 884-6300
(Registrant's telephone number, including area code)
<PAGE>
AMENDMENT NO. 1
This Current Report on Form 8-K/A amends and restates in its entirety the
Current Report on Form 8-K, dated August 13, 1998, filed by Amtrol, Inc.
("Amtrol"), as set forth in the pages attached hereto:
(List all such items, financial statements, exhibits or other portions
amended):
Item 5. Other Events.
On July 31, 1998, AMTROL Inc. ("Amtrol") announced that its majority
shareholder, Cypress Group LLC, and Amtrol management had made a capital
contribution to the company amounting to approximately $20,500,000. In light of
the capital infusion, Amtrol has amended the agreement with its bank lending
group to reflect the additional capital, allow for early repayment of a portion
of the principal outstanding, and modify certain loan covenants. In addition,
Amtrol announced a reorganization of the executive management group at its West
Warwick, Rhode Island headquarters, and the appointment of Albert Indelicato as
Amtrol's President and Chief Executive Officer and the appointment of Mr.
Indelicato and Andrew Massimilla, President of the Stratham Consulting Group, to
the Board of Directors. Finally, Amtrol announced its intention to take a second
quarter charge of $14,500,000 in connection with the management reorganization,
delays affecting the start-up of production lines recently transferred to the
West Warwick facility from the Nashville, Tennessee facility and a provision for
warranty costs relating to a 1995 - 1996 production problem. The second-quarter
charge includes cash outlays in 1998 of approximately $5,300,000 and a further
$3,700,000 in 1999 and thereafter, and non-cash charges of $5,500,000.
Item 7. Exhibits
(c) Exhibits.
Copy of Press Release issued on July 31, 1998.
<PAGE>
SIGNATURES
Pursuant to the requirement 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.
AMTROL Inc.
(Registrant)
Date: August 14, 1998 By: /s/ Donald W. Reilly
--------------------------
Donald W. Reilly
Chief Financial Officer
<PAGE>
Exhibit Index
(99) Press Release dated July 31, 1998 ....................................p. 5.
<PAGE>
Exhibit 5
AMTROL ANNOUNCES ADDITIONAL CAPITAL CONTRIBUTION, MANAGEMENT
CHANGES AND SECOND QUARTER CHARGE
AMTROL Inc. announced today, following its recent acquisition of NOVA in
Germany and last year's successful acquisition of ALFA in Portugal, that its
majority shareholder, The Cypress Group LLC, and management have made an
additional capital contribution. AMTROL and its bankers have also agreed to
amend its bank agreement. In addition, the Company announced a reorganization of
the executive management group at its West Warwick, Rhode Island headquarters
and its intention to take a second quarter charge of $14.5 million in connection
with the management reorganization, delays related to starting-up production of
production lines recently transferred to its West Warwick facility and a
provision for warranty costs relating to a 1995-1996 production problem. The
second quarter charge includes cash outlays in 1998 of approximately $5.3
million and a further $3.7 million in 1999 and 2000, and non-cash charges of
$5.5 million.
In connection with the management reorganization, the Company appointed
Andrew Massimilla, President of the Stratham Consulting Group, to the Company's
board of directors. Mr. Massimilla has also been retained to help facilitate and
oversee the execution of an improvement plan designed to increase the Company's
operational efficiency. In addition, Mr. Albert Indelicato has been appointed
Amtrol Inc.'s President and Chief Executive Officer and has been appointed to
the Company's board of directors. Mr. Indelicato was most recently the president
and CEO of Power Control Technology (NYSE), and has extensive executive and
operational leadership experience.
The Company indicated that the capital contribution by the Cypress Group,
together with management, approximates $20.5 million. In addition, the Company
announced that it amended the agreement with its bank lending group to reflect
the additional capital contribution, allow for the early repayment of a portion
of the principal outstanding and to modify certain loan agreement covenants to
be more in line with the Company's business plans.
The charge to be taken in the Company's second quarter includes severance
and related costs in connection with the management reorganization and
incremental costs associated with the December 1997 closure of the Company's
Nashville, Tennessee production facility and the relocation of Nashville
production to West Warwick, Rhode Island. The charge also includes abnormal
warranty costs for a line of products relating to a manufacturing design problem
which has since been corrected.
In announcing all these changes, Jack Cashman, AMTROL's Chairman, said "We
are extremely pleased and fortunate to add these talented managers to our
Corporate team. Together, they bring over 70 years of manufacturing and
operational experience to AMTROL and their contribution has already had a
positive impact on our Company. This organization also enables us to clearly
focus on North American operations while continuing our drive for international
expansion based upon our European operations of AMTROL, ALFA and NOVA."
AMTROL is a leading North American producer and marketer of flow and
expansion control technology used in water systems and heating, ventilating and
air conditioning products. The Company's major products are pressure regulating
tanks used in water well and hydronic heating applications. AMTROL also
manufactures returnable and non-returnable containers for refrigerant gases and
returnable cylinders to dispense heating and cooking gases. Products are
marketed under the Well-X-Trol, Extrol, Therm-X-Trol and Champion brand names.
AMTROL is a wholly-owned subsidiary of AMTROL Holdings Inc. which is controlled
by Cypress Merchant Banking Partners, L.P. and Cypress Offshore Partners, L.P.,
private equity funds managed by the Cypress Group L.L.C.
