<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): February 26, 1998
SELAS CORPORATION OF AMERICA
--------------------------------------------------
(Exact name of registrant as specified in charter)
Pennsylvania 1-5005 23-1069060
--------------- ----------- ----------------
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
2034 Limekiln Pike, Dresher, Pennsylvania 19025-1918
----------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 215-646-6600
------------
Not Applicable
--------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE>
Item 5. Other Events.
On February 26, 1998, Selas Corporation of America (the
"Registrant") and NII, Incorporated ("NII"), the parent of MRL Industries,
Inc., entered into the Termination Agreement (the "Termination Agreement"),
pursuant to which they mutually agreed to terminate the Agreement and Plan of
Acquisition dated as of September 25, 1997 (the "Acquisition Agreement") among
the Registrant, Selas Acquisition Corporation, NII, Incorporated, Widmar, Inc.
("Widmar") and certain shareholders of NII and Widmar. Pursuant to the
Acquisition Agreement, the Registrant had agreed to acquire MRL Industries,
Inc. for $16,750,000 of Common Shares of the Registrant in a transaction
involving the merger of a wholly-owned subsidiary of the Registrant with and
into NII. On February 27, 1998, the Registrant issued a press release
regarding the termination of the Acquisition Agreement. The Termination
Agreement and the press release have been filed as exhibits to this report.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Financial Statements of Business Acquired.
Not Applicable
(b) Pro Forma Financial Information.
Not Applicable
(c) Exhibits.
2. Termination Agreement, dated February 26,
1998, by and between the Registrant and
NII.
99. Press Release issued by the Registrant on
February 27, 1998.
-1-
<PAGE>
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 thereunto duly authorized.
SELAS CORPORATION OF AMERICA
By: /s/ Robert W. Ross
----------------------------
Robert W. Ross
Vice President, Chief
Financial Officer and
Treasurer
March 3, 1998
-2-
<PAGE>
EXHIBIT INDEX
2. Termination Agreement, dated February 26, 1998, by and between the
Registrant and NII.
99. Press Release issued by the Registrant on February 27, 1998.
-3-
<PAGE>
TERMINATION AGREEMENT
---------------------
THIS TERMINATION AGREEMENT (this "Agreement") is made February 26,
1998, by and between Selas Corporation of America, a Pennsylvania corporation
("Selas"), and NII, Incorporated, a California corporation ("NII").
WHEREAS, Selas, NII and certain other parties previously entered into
the Agreement and Plan of Acquisition, dated as of September 25, 1997 (the
"Acquisition Agreement"), and Selas and NII now desire to terminate the
Acquisition Agreement upon the terms set forth below.
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. The Acquisition Agreement is hereby terminated by mutual consent
of Selas and NII in accordance with Section 7.1(b) of the Acquisition
Agreement.
2. This Agreement may be executed by Selas and NII in separate
counterparts, each of which when so executed and delivered shall be an
original, but both of which shall together constitute one and the same
agreement.
IN WITNESS WHEREOF, Selas and NII have caused this Agreement to be
executed by their duly authorized officers, as of the date first above
written.
SELAS CORPORATION OF AMERICA
By: /s/ Robert W. Ross
-----------------------------------------
Name: Robert W. Ross
Title: Vice President and Treasurer
NII, INCORPORATED
By: /s/ William D. McEntire
-----------------------------------------
Name: William D. McEntire
Title: President and Chief
Executive Officer
<PAGE>
CONTACT: R. W. Ross (215) 283-8352
FOR RELEASE: Immediately news from selas(R)
SELAS CORPORATION OF AMERICA | DRESHER, PA 19025 U.S.A. | Phone (215) 646-8600
| Telax 244472 | FAX 215-646-3536
SELAS SAYS IT WILL NOT GO AHEAD
WITH PLANS TO ACQUIRE MRL INDUSTRIES
DRESHER, PA February 27, 1998 -- Selas Corporation of
America (AMEX-SLS) announced today that it will not acquire MRL Industries,
Sonora, CA, a manufacturer of furnace and furnace components used principally
in the semiconductor manufacturing process, as previously planned. Stephen F.
Ryan, President and Chief Executive Officer of Selas said that a number of
unresolved issues had led both parties to mutually agree to terminate the
acquisition agreement.
As announced in September, 1997, Selas had agreed to acquire
MRL for $16,750,000 in Selas stock in a merger to be accounted for as a
pooling of interest. The acquisition was subject to customary conditions,
including due diligence and shareholder approval by both parties.
"We believe that both parties will be better served going
their separate ways," Ryan said. "Everyone involved, both MRL executives and
Selas' management team, has been quite thorough in weighing the plusses and
minuses of this proposed union. We are unanimous in the decision to terminate
the agreement".
Ryan said that Selas will continue to focus on growth, both
internally and through carefully selected acquisitions such as the recently
completed acquisition of CFR, a Paris-based firm in the engineered industrial
furnace business.
Selas is a diversified firm with international operations
and sales that engages in the design, development, engineering and
manufacturing of a range of products including precision electronic and
electromechanical/plastic components, heat processing equipment and systems.
and cable winch products.
# # #
