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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 16, 1999
Chart Industries, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-11442 34-1712937
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
5885 Landerbrook Drive, Suite 150, Mayfield Heights, Ohio 44124
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(Address of principal executive offices) (Zip Code)
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(Former Name or Former Address, if Changed Since Last Report)
Registrant's telephone number, including area code: (440) 753-1490
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Item 5. OTHER EVENTS.
Chart Industries, Inc. (the "Company") issued a News Release on
February 16, 1999, a copy of which is filed as Exhibit 99.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
99 News Release dated February 16, 1999, from the Company.
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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.
CHART INDUSTRIES, INC.
Date: February 16, 1999 By: /s/ Thomas F. McKee
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Thomas F. McKee
Secretary
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EXHIBIT INDEX
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Exhibit Description of Exhibit
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99 News Release dated February 16, 1999.
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E-1
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EXHIBIT 99
[CHART INDUSTRIES LETTERHEAD]
FOR IMMEDIATE RELEASE
Contact: Don A. Baines
Chief Financial Officer
Chart Industries, Inc.
(440) 753-0005
CHART INDUSTRIES TO ACQUIRE
MVE HOLDINGS, INC.
Mayfield Heights, Ohio -- February 16, 1999 -- Chart Industries, Inc.
(NYSE:CTI) today announced that it has signed a definitive merger agreement to
acquire MVE Holdings, Inc. (MVE). The acquisition of MVE is a major
strategic step that will enable Chart to provide a significant increase in
cryogenic products, expand end-user markets served and extend Chart's
international reach to more fully serve customers around the globe.
Under the agreement, a wholly owned Chart subsidiary will merge with MVE.
Chart expects the transaction to be completed within 60 days. The closing
is subject to certain regulatory approvals and satisfaction of usual and
customary closing conditions. The value of the transaction is approximately
$240 million including assumed debt. Further details of the agreement were
not disclosed.
Commenting on the acquisition, Arthur S. Holmes, Chart's Chairman and Chief
Executive Officer, said, "This acquisition will benefit our customers and
shareholders by creating a stronger company with global operations and a more
comprehensive product portfolio. The addition of MVE's operations will provide
us with an extensive manufacturing base to better serve our customers and
will complement our position in the cryogenic market. MVE will substantially
broaden and increase Chart's sales in its distribution and storage business
segment. With manufacturing facilities in the United States, Europe, Asia
and Australia, MVE will accelerate Chart's growth as a major global supplier
of distribution and storage equipment. This acquisition will enable us to
offer our customers international one-stop-shopping for cryogenic equipment.
MVE's product lines are new and additive to Chart's. We believe this
acquisition will be accretive to earnings in 1999 and will provide a much
broader base for future profitable growth."
John M. Kucharik, MVE's President and Chief Executive Officer, added, "This
is an exciting opportunity for our customers, employees and the communities
in which we operate. The combined company will be stronger than either Chart
or MVE separately. We'll be able to provide a broader range of cryogenic
products and services to our cryogenic customers."
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MVE manufactures vacuum-insulated containment vessels and equipment for
storing, transporting and using cryogenic liquids. These engineered products
serve worldwide customers in the industrial gas, restaurant, medical,
agricultural, and liquid natural gas (LNG) alternative fuels industries.
MVE's products include a wide range of standard cryogenic storage tanks,
specialty tanks, dewars, liquid cylinders, mobile units, transportation
equipment, medical respiratory products (including liquid oxygen systems),
equipment for producing carbonated beverages and equipment used to store and
transport biological matter and other temperature-sensitive substances.
In its fiscal year ended December 31, 1998, MVE had sales of approximately
$208 million. Chart's 1998 calendar year sales were $229 million.
Schroeder & Co. Inc. served as financial advisor to Chart in the transaction.
Chase Securities Inc., acting as lead arranger and book manager, arranged
financing for the transaction through Chase Manhattan Bank in conjunction
with National City Bank.
This release contains forward-looking statements that are subject to certain
risks and uncertainties that could cause actual results to differ materially
from those projected in such statements. Such risks and uncertainties
include, but are not limited to, unanticipated slowdowns in the Company's
major markets, the impact of competition, the effectiveness of operational
changes expected to increase efficiency and productivity, worldwide economic
and political conditions and foreign currency fluctuations that may affect
worldwide results of operations.
Chart Industries, Inc. manufactures standard and custom-built industrial
process equipment primarily for low-temperature and cryogenic applications.
Headquartered in Mayfield Heights, Ohio, Chart has domestic operations located
in Arkansas, California, Colorado, Louisiana, Massachusetts, New Hampshire,
Ohio, Pennsylvania and Wisconsin and a European operation located in
Wolverhampton, England.
For more information on Chart Industries, Inc., via the Internet, visit our
home page at HYPERLINK http://chart-ind.com or Corporate News on the Net page
at HYPERLINK http://www.businesswire.com/cnn/cti.htm or via fax through our
News on Demand Service at (800) 311-7462.
