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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 21, 1997
DAYTON SUPERIOR CORPORATION
(Exact name of registrant as specified in its charter)
OHIO 1-11781 31-0676346
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
721 RICHARD STREET, MIAMISBURG, OHIO 45342
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (937) 866-0711
NOT APPLICABLE
(Former name or form address, if changed since last report)
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Item 5. Other Events.
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On April 22, 1997, Dayton Superior Corporation (the "Company") issued
the press release attached hereto as Exhibit 20.1 reporting the execution of a
letter of intent dated April 21, 1997 with respect to the acquisition by the
Company of Symons Corporation.
SIGNATURE
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.
DAYTON SUPERIOR CORPORATION
April 22, 1997 By: /s/ John A. Ciccarelli
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John A. Ciccarelli
President and Chief Executive Officer
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EXHIBIT INDEX
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Exhibit No. Description
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(20) OTHER DOCUMENTS OR STATEMENTS TO SECURITY HOLDERS
20.1 Press Release Issued by Dayton Superior Corporation on
April 22, 1997
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EXHIBIT 20.1
FOR FURTHER INFORMATION CONTACT: DAYTON SUPERIOR CORPORATION
JOHN A. CICCARELLI 721 RICHARD STREET
PRESIDENT & CEO MIAMISBURG, OH 45342
PHONE: 937 866-0711, EXT. 400
FAX: 937 866-9448
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DAYTON SUPERIOR CORPORATION SIGNS LETTER OF INTENT
TO ACQUIRE SYMONS CORPORATION
MIAMISBURG, OHIO - APRIL 22, 1997. Dayton Superior Corporation
(NYSE:DSD) today announced that it had signed a letter of intent to acquire
Symons Corporation. Symons is a leading North American manufacturer of
prefabricated concrete forming equipment. In addition, Symons Corporation also
manufactures a broad line of concrete accessories and hardware.
John A. Ciccarelli, Dayton's President and CEO commented, "We are
pleased to be able to acquire a company of Symons' stature. This joining of our
companies will give us a fourth platform, the Forming Business, to complement
our established lines of business, Concrete Accessories, Masonry (Dur-O-Wal) and
Paving (American Highway Technology). Symons is a quality company and, together
with its capable management team, we will continue to strive to provide better
value to our combined customer base."
"Symons is a leading manufacturer of prefabricated concrete forms --
the reusable, modular molds used to hold liquid concrete in place on most
concrete construction jobs. We estimate that this is a $300 to $400 million
market that Dayton Superior does not currently serve. However, many of our
existing customers use Symons forming systems, and we are excited about being
able to offer these customers a broader product line in the future," added Mr.
Ciccarelli.
"We look forward to working together with Symons' nearly 1,000
employees. Most Symons' employees have decades of experience serving customers
in the concrete construction industry and will be major contributors to the
success of the combined business moving forward." Mr. Ciccarelli continued to
say that: "We currently do not have specific plans for changes at either Dayton
Superior or Symons. Over the next several months, a joint task force of Dayton
Superior and Symons people will be working together to develop a plan to
maximize the business potential for growth in the years ahead."
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Symons had sales of $104.5 million for its fiscal year ended August 31,
1996, and thus this acquisition would increase Dayton Superior's revenue base by
roughly 80%. Mr. Ciccarelli noted that the acquisition - for a total cash
consideration of approximately $79 million - would be modestly accretive to
earnings per share in 1997 and should enable the combined company to record
higher sales and earnings growth over time than was likely for either company as
a stand alone unit. The transaction has been approved by Dayton Superior's Board
of Directors, but is subject to negotiation of a definitive acquisition
agreement, expiration of the applicable waiting period under federal antitrust
laws and the obtaining of satisfactory financing.
Dayton Superior is the largest North American manufacturer and
distributor of metal accessories used in concrete and masonry construction. The
company's products are used primarily in two segments of the construction
industry: non-residential buildings and infrastructure construction projects.
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