UNITED STATES
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
November 25, 1997
(Date of earliest event reported)
Commission file number: 0-20704
ACX TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Colorado 84-1208699
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
16000 Table Mountain Parkway, Golden, Colorado 80403
(Address of principal executive offices) (Zip Code)
(303) 271-7000
(Registrant's telephone number, including area code)
Item 5. Other Events
On November 25, 1997, ACX Technologies, Inc. issued the following
press release.
ACX TECHNOLOGIES, INC. TO ACQUIRE BRITTON GROUP plc
Golden, Colorado -- November 25, 1997 -- ACX Technologies,
Inc. (NYSE:ACX) today announced a cash offer of (pounds)1.40 per
common share and (pounds)1.00 per convertible share, or
approximately $335 million, to purchase the entire issued share
capital of Britton Group plc (LSE:BGP). The assumption of debt
and other transaction costs bring the estimated total to $420
million. The proposed acquisition has the unanimous support of
Britton Group's board of directors, and would nearly double the
size of ACX's Graphic Packaging Corporation, a specialty
manufacturer of folding cartons and flexible packaging.
Britton Group plc, headquartered in London, is an
international packaging group operating through two principal
divisions: cartons and plastics, with 1996 operating profit
before tax of (pounds)20.4 million ($34.5 million) on revenues of
(pounds)221.7 million ($374.7 million). The cartons division,
Universal Packaging Corporation, is a non-integrated manufacturer
of folding cartons in the United States, with capabilities in
design, printing and manufacture of multi-color folding cartons.
The proposed acquisition would add six state of the art
facilities to Graphic Packaging, with new technologies including
rotary die cutting, electron beam curing and web-fed offset
printing. Universal Packaging Corporation's customers include
blue ribbon companies with strong market positions in frozen and
dried foods, new markets to Graphic Packaging. The plastics
division of Britton Group includes the extrusion, conversion and
printing of polyethylene into films and bags for industrial
customers.
Commenting today on the acquisition, Jeff Coors, President
of ACX Technologies and Graphic Packaging Corporation, said
"Graphic Packaging's strategy is to grow internally as well as
through strategic acquisitions. With the acquisition of Britton
Group, Graphic Packaging will become the fourth largest producer
of folding cartons in the United States." Mr. Coors continued,
"Over the last couple of years, Britton Group has made capital
investments of over $80 million in UPC for modernized, cost
efficient facilities. Their strong cash flow and potential for
earnings growth in 1998 should make this transaction non-dilutive
to ACX in the first year."
ACX Technologies, Inc., through its two primary businesses,
applies innovative technology to manufacture value-added
industrial products. Graphic Packaging Corporation is a
specialty packaging manufacturer that produces high performance
folding cartons, rollstock and laminations, and flexible
packaging. Coors Ceramics Company provides enabling technology
through advanced technical ceramics and other engineered
materials.
Certain statements in this press release constitute "forward-
looking statements" which involve uncertainties and factors that
may cause actual results to be materially different from those
that may be implied by any forward-looking statements contained
in this press release. Specifically, 1) the acquisition of
Britton Group plc is dependent upon meeting the regulations
established in the United Kingdom and the expiration or early
termination of the Hart-Scott-Rodino waiting period in the United
States, 2) meeting conditions of the offer and acceptances by
Britton Group's shareholders and, 3) the ability for the
acquisition to be non-dilutive is dependent upon achieving the
estimated 1998 earnings for the Britton Group plc and ACX
Technologies, Inc. This should not be interpreted to mean that
earnings will necessarily be greater than those for any
preceeding financial period.
A conference call to discuss the details of this press
release is scheduled for Tuesday, November 25, 1997 at 12pm
Eastern Time. Interested parties are invited to call
(212) 676-5386 to be connected.
Throughout this document an exchange rate of (pounds)1 =
US$1.69, as quoted in the Financial Times on November 24, 1997,
has been used for illustrative purposes only.
The offer will not be made, directly or indirectly, in or
into or by the use of mail, or any means of instrumentality of
interstate or foreign commerce of, or any facilities of a
national securities exchange of the United States, its
possessions or territories or any subject to its jurisdiction or
any political subdivision thereof, nor is it being made in
Canada, Japan or Australia.
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.
ACX TECHNOLOGIES, INC.
By:/s/ Beth A. Parish
-------------------------
(Controller and Principal
Accounting Officer)
