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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): JANUARY 19, 2000
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)
7777 WASHINGTON VILLAGE DR., SUITE 130, DAYTON OHIO 45459
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (937) 428-6360
NOT APPLICABLE
(Former name or former address, if changed since last report)
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Item 5. Other Events
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On January 19, 2000, Dayton Superior Corporation (the "Company") issued
the press release attached hereto as Exhibit 99.1.
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
January 19, 2000 By: /s/ JOHN A. CICCARELLI
John A. Ciccarelli
President and Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
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(99) ADDITIONAL EXHIBITS
99.1 Press Release issued by Dayton Superior Corporation on
January 19, 2000
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
For further information, contact:
For Dayton Superior:
John A. Ciccarelli Dayton Superior Corporation
President & CEO 7777 Washington Village Dr., Suite 130
Phone: 937 428-7172 Dayton, OH 45459
Fax: 937 428-9115
For Odyssey:
Wendi Kopsick or Jim Fingeroth
Kekst and Company
Phone: 212 521-4800
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Odyssey Investment Partners to Acquire
Dayton Superior Corporation for $27 Per Share
in Cash in a Recapitalization Merger
DAYTON, OHIO, JANUARY 19, 2000 - Dayton Superior Corporation (NYSE:DSD)
today announced the signing of a definitive merger agreement providing for the
recapitalization of the Company by Stone Acquisition Corporation, a wholly-owned
subsidiary of Odyssey Investment Partners, a New York based private equity
investment firm, for $27.00 per share in cash, for a total transaction value
(debt and equity) of approximately $315 million. Certain members of the
Company's management have agreed to take equity in the Company, in lieu of cash,
for a portion of their current equity interest.
The merger is conditioned on Dayton Superior shareholder approval,
receipt of financing, government regulatory approvals and other customary
conditions. The closing is currently anticipated to occur in approximately 4-5
months.
In commenting on the merger, J.A. "Chic" Ciccarelli, Dayton Superior's
Chief Executive Officer said, "The Board of Directors and management team, as
always, have been dedicated to maximizing shareholder value. The price Odyssey
is paying represents a share price that is higher than our historic high and is
a significant premium over our current price. As a private company, we will have
greater flexibility to meet the demands of a dynamic marketplace, without the
costs associated with being a public company."
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Mr. Ciccarelli continued, "This transaction represents a strong
endorsement of Dayton Superior by a highly-regarded private equity firm. We will
have access to new capital to fund our growth while gaining an invaluable
long-term financial partner in Odyssey, a firm known for supporting high quality
companies with enduring franchises, loyal customer followings and recognized
brand names."
Commenting on the Dayton Superior investment, Stephen Berger, Chairman
of Odyssey said, "Dayton Superior is an excellent example of what we look for in
an investment opportunity: a market leader, a long and successful operating
history with attractive growth prospects and a highly committed and experienced
management team. We look forward to working with the Company to build its
business and take advantage of new opportunities."
Dayton Superior will continue to operate under the leadership of its
existing management team from its headquarters in Dayton, Ohio.
Dayton Superior Corporation, with annual revenues in excess of $300
million, is the largest North American manufacturer and distributor of metal
accessories and forms used in concrete construction and metal accessories used
in masonry construction and has an expanding construction chemicals business.
The Company's products, which are marketed under the Dayton Superior(R),
Dayton/Richmond(R), Symons(R), American Highway Technology(R) and Dur-O-Wal(R)
names, among others, are used primarily in two segments of the construction
industry: non-residential buildings and infrastructure construction projects.
Odyssey Investment Partners LLC is a New York based partnership with
over $750 million of equity capital under management that makes private equity
investments, growth capital investments and other corporate transactions.
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