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 17, 1998
REINHOLD INDUSTRIES,INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-18434 13-2596288
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
12827 EAST IMPERIAL HWY SANTA FE SPRINGS, CA 90670
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (562) 944-3281
N/A
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(Former name or former address, if changed since last report.)
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Item 2. Acquisition or Disposition of Assets
On April 24, 1998 (the "Closing Date"), NP Aerospace Limited ("NP
Aerospace"), a wholly owned subsidiary of Reinhold Industries, Inc.
("Reinhold"), purchased from Courtaulds Aerospace Limited ("CAL"), a U.K.
Corporation, which is a wholly owned subsidiary of Courtaulds plc, a U.K.
Corporation, certain assets (consisting of Accounts Receivable, Inventory,
Machinery and Equipment, Land and Intellectual Property and Patents) and assumed
certain liabilities of the Ballistic and Performance Composites Division of CAL
pursuant to an Asset Sale Agreement dated as of April 17, 1998 (the
"Agreement").
Under the terms of the Agreement, on the Closing Date, Reinhold, as the
Guarantor for NP Aerospace, became obligated to pay to Courtaulds plc net
consideration (the "Purchase Consideration") consisting of (a) Two Million Two
Hundred Thousand pounds sterling (pound sterling 2,200,000) cash on the Closing
Date and (b) within 120 days following the end of each of the calendar years
1998 through 2001, a cash amount equal to 25% of the Pre-tax Profit on the light
armored vehicle business only, the maximum aggregate amount of which shall not
exceed Twenty Million pounds sterling (pound sterling 20,000,000).
On the Closing Date, Reinhold paid to Courtaulds plc the Two Million
Two Hundred Thousand pounds sterling (pound sterling 2,200,000) ($3,706,340
based on an exchange rate of $1.6847) cash due on the Closing Date and will make
additional payments in the future as required by the Agreement.
The source of the funds for a portion of the Purchase Consideration due
on the Closing Date was a Five Year Loan and Security Agreement with The CIT
Group Credit/Finance ("CIT") in the amount of Four Million Dollars ($4,000,000)
at an interest rate of prime plus 1.75%. The term portion of the loan in the
amount of Two Million Two Hundred Sixty-Eight Thousand Dollars ($2,268,000) was
received from CIT. The remainder of the CIT credit facility is a revolver of One
Million Seven Hundred Thirty-Two Thousand Dollars ($1,732,000), which has not
been used at this time. The remaining portion of the purchase consideration not
funded by the CIT loan was funded by Reinhold's cash on hand. Future payments
required by the Agreement are expected to be financed from operating cash flows.
Reinhold is a custom manufacturer of advanced composite components and
sheet molding compounds for a variety of aerospace, defense and commercial
applications. The Ballistic and Performance Composites Division is a
manufacturer of various products, including compression molded products for the
lighting, automotive and communications industries, compression molded military
helmets, light armored vehicles and various structural composites products.
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It is anticipated that the Ballistic and Performance Composites
Division, which was renamed NP Aerospace, will continue to occupy its present
facility in Coventry, England.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) It is impracticable to provide the financial statements at the time of
the filing of this report. The financial statements will be filed
within 60 days.
(b) It is impracticable to provide the required pro forma financial
information at the time of the filing of this report. The required pro
forma financial information will be filed within 60 days.
(c) Exhibits
2. Assets Sale Agreement dated as of April 17, 1998 by and
between NP Aerospace Limited (Purchaser), Reinhold Industries,
Inc. (Guarantor) and Courtaulds plc (Vendor) relating to the
purchase of certain assets and the assumption of certain
liabilities of the Ballistic and Performance Composites
Division of Courtaulds Aerospace Ltd. will be filed by
amendment.
99. Press release dated April 28, 1998 announcing the asset
purchase of the Ballistic and Performance Composites Business
of Courtaulds Aerospace Ltd. by Reinhold Industries, Inc.
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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.
REINHOLD INDUSTRIES, INC.
(Registrant)
By: /s/ Brett R. Meinsen
Brett R. Meinsen
Vice President -
Finance & Administration
Date: May 1, 1998
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EXHIBIT 99
NEWS RELEASE FOR: CONTACT:
REINHOLD INDUSTRIES, INC. JUDY SANSON
FOR IMMEDIATE RELEASE (562) 944-3281
NASDAQ: RNHDA
REINHOLD INDUSTRIES, INC. ACQUIRES THE BALLISTICS AND PERFORMANCE COMPOSITES
BUSINESS OF COURTAULDS AEROSPACE LTD.
SANTA FE SPRINGS, CA Tuesday, April 28, 1998 - - - Mr. Michael T. Furry,
President of Reinhold Industries, Inc., today announced the asset purchase of
the Ballistics and Performance Composites Business of Courtaulds Aerospace Ltd.
located in Coventry, England. The terms of the acquisition were not disclosed.
This new subsidiary will be renamed NP Aerospace Ltd.
"The acquisition of NP Aerospace Ltd. will give Reinhold a presence in the
expanding European composites marketplace." said Mr. Furry.
Reinhold Industries, Inc. is a manufacturer of advanced custom composite
components and sheet molding compounds for a variety of applications and derives
revenues from the United States defense contract industry, the aerospace
industry and other commercial industries.
