<PAGE>
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): November 8, 1996
Commission file number 0-19894
CHROMCRAFT REVINGTON, INC.
(Exact name of Registrant as specified in its charter)
Delaware 35-1848094
(State or other jursidiction of (IRS Employer
incorporation or organization) Identification No.)
1100 North Washington Street, Delphi, IN 46923
(Address of Registrant's principal executive offices)
(317) 564-3500
(Registrant's telephone number, including area code)
<PAGE>
<PAGE>
Item 2. Acquisition of Assets
Effective November 8, 1996, Chromcraft Revington, Inc. (the
"Registrant") acquired Cochrane Furniture Company, Inc. ("Cochrane
Furniture"), a North Carolina corporation, pursuant to an Agreement
and Plan of Merger (the "Merger Agreement") dated October 10, 1996 by
and among the Registrant, Cochrane Furniture and CRI Acquisition
Corporation, a Delaware corporation and a wholly-owned subsidiary of
the Registrant.
The Merger Agreement provided, among other things, for (a) the
merger of CRI Acquisition Corporation with and into Cochrane Furniture
(the "Merger"), with Cochrane Furniture being the surviving
corporation, and (b) the conversion of each of the outstanding shares
of common stock of Cochrane Furniture at the effective time of the
Merger into the right to receive the sum of $4.75 per share. The
aggregate cash consideration paid by the Registrant pursuant to the
Merger Agreement for all of the outstanding shares of Cochrane
Furniture common stock was $2,213,362.25 (the "Aggregate Share
Price").
Cochrane is engaged primarily in the business of manufacturing
and selling dining, bedroom and upholstered furniture. Its corporate
headquarters and manufacturing facilities are located in North
Carolina. Following the Merger, the Registrant intends to continue
the use of Cochrane Furniture's plant, machinery and equipment
predominately in the manufacture and sale of dining, bedroom and
upholstered furniture.
The Registrant is a party to a credit agreement (the "Credit
Agreement") with a syndicate group of banks (the "Bank Group") under
which NBD Bank, N.A. is the administrative agent. Pursuant to the
terms of the Credit Agreement, the Bank Group has made available a
credit facility to the Registrant to be utilized for working capital
and other general corporate purposes and for certain permitted
acquisitions.
The Credit Agreement imposes restrictions on the ability of the
Registrant's subsidiaries (including Cochrane Furniture) to incur
indebtedness to banks other than those in the Bank Group and on the
ability of the Registrant's subsidiaries to encumber their assets.
Accordingly, the Registrant has borrowed or will borrow under its
existing credit facility (a) approximately $22,100,000 in order to
refinance all of Cochrane Furniture's indebtedness secured by the
material assets of Cochrane Furniture and (b) $2,213,362.25 in order
to pay the Aggregate Share Price.
Item 7. Financial Statements and Exhibits
(a) Financial statements of business acquired
(1) The financial statements of Cochrane Furniture required to
2 <PAGE>
<PAGE>
be filed in response to Item 7(a)(1) will be filed with the
Securities and Exchange Commission as soon as practicable
but not later than 60 days after the date that this Form 8-K
must be filed with the Commission.
(2) The accountant's report required to be filed in response to
Item 7(a)(2) will be filed with the Securities and Exchange
Commission at the same time that the financial statements of
Cochrane Furniture required by Item 7(a)(1) are filed with
the Commission.
(b) Pro forma financial information
The pro forma financial information required to be filed in
response to Item 7(b) will be filed with the Securities and
Exchange Commission as soon as practicable but not later
than 60 days after the date that this Form 8-K must be filed
with the Commission.
(c) Exhibits
2 Agreement and Plan of Merger dated October 10, 1996 by and
among the Registrant, Cochrane Furniture and CRI Acquisition
Corporation (Incorporated by reference to Exhibit 2 of the
Registrant's Form 8-K, File No. 0-19894, dated November 4, 1996).
23 Consent of Independent Auditor of Cochrane Furniture (To be
filed at the same time that financial statements of Cochrane
Furniture are filed with the Securities and Exchange
Commission pursuant to Item 7(a)(1)).
3 <PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Current Report on Form 8-K
to be signed on its behalf by the undersigned hereunto duly authorized.
CHROMCRAFT REVINGTON, INC.
(Registrant)
Date: November 22, 1996 /s/ Frank T. Kane
Frank T. Kane
Vice President-Finance
(Duly Authorized Officer and
Chief Financial Officer)
4 <PAGE>
