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
June 15, 1999
(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 Items
On June 15, 1999, ACX Technologies, Inc. issued the following
press release.
Contact: Holly Coors
(303) 271-7005
ACX TECHNOLOGIES TO SPIN-OFF COORS CERAMICS COMPANY
Golden, CO - June 15, 1999 - ACX Technologies, Inc. today
announced that its Board of Directors has approved a plan to spin-
off Coors Ceramics Company, creating a separate publicly traded
advanced materials company. Following the spin-off, ACX would
continue to operate Graphic Packaging Corporation, positioning
ACX as a pure play packaging company.
"Our decision to separate Coors Ceramics Company and Graphic
Packaging Corporation will allow sharper management focus on core
competencies and will support future growth through dedicated
resources and improved access to debt and equity markets," said
Joe Coors, Jr., co-CEO of ACX Technologies and CEO of Coors
Ceramics Company. "By creating two distinct businesses, we
should be better understood by investors, unlocking the inherent
value that exists in our companies."
Under the proposed spin-off plan, 100% of the shares of
Coors Ceramics Company would be distributed to shareholders of
ACX in a tax-free transaction. While details are still being
determined, ACX expects Coors Ceramics Company to have
approximately $200 million of debt at the time of the spin-off.
The resulting debt level and cash flow of the two companies is
expected to allow each company to invest in future growth, both
internally and through acquisitions. The spin-off is subject to
regulatory approvals, a favorable IRS ruling and final approval
of the Board of Directors. It is expected that this transaction
could take place by the end of 1999.
Coors Ceramics Company
Coors Ceramics Company is a world leader in the manufacture
of advanced technical ceramics and other engineered materials.
Ceramic products are exceptionally well suited for applications
that are highly abrasive or corrosive, in which there are broad
temperature extremes or in which electrical insulation is
critical. Coors Ceramics Company has been focused on expanding
its materials base beyond ceramics and in the last two years has
added Teflon[R], silicon carbide and silicon nitride components
to its portfolio. More recently, the company acquired Precision
Technologies and Edwards Enterprises, both manufacturers of
precision machined aluminum parts for use in the semiconductor,
aircraft and medical industries. The company plans to continue
its pursuit of becoming the premier supplier of advanced
materials to industry.
"We have made the strategic decision to focus our attention
on high growth opportunities for Coors Ceramics, and right now
our growth driver is the semiconductor industry," said Joe Coors,
Jr., Chief Executive Officer. "By spinning-off Coors Ceramics
Company, we will be in a better position to pursue expanding
growth markets through acquisitions of new materials. With more
than 80 years of heritage and innovation, we have a rock solid
foundation upon which to build."
Coors Ceramics Company reported 1998 annual revenues of
$296.6 million and operating income of $40.7 million, before
special charges. Joe Coors, Jr. will remain Chairman and Chief
Executive Officer of Coors Ceramics and John Coors will continue
as the company's President. A Chief Financial Officer has yet to
be appointed.
Graphic Packaging Corporation
Graphic Packaging Corporation will soon become the largest
producer of folding cartons in North America, manufacturing high
performance packaging for value-added applications. The company
recently announced an agreement to acquire the Packaging Business
of Fort James Corporation, which will add approximately $590
million in annual revenues to Graphic Packaging Corporation. The
company has stated its commitment to growing its folding carton
sales and is in the process of selling its flexible packaging
operations. This focus on folding cartons will position Graphic
Packaging for continued growth through its innovative packaging
solutions.
"The creation of two independent companies will facilitate
our ability to concentrate our efforts on building strong,
individual businesses," said Jeff Coors, Chief Executive Officer.
"The new Graphic Packaging Corporation will focus on delivering
enhanced value to our shareholders, customers and employees."
1998 annual revenues for Graphic Packaging Corporation
reached $623.9 million and are expected to be over $1 billion in
1999. Operating income in 1998 was reported to be $59.5 million,
before special charges. Jeff Coors will remain Chairman and
Chief Executive Officer of Graphic Packaging Corporation. David
Scheible was recently named Chief Operating Officer and Gail
Constancio will continue as the company's Chief Financial
Officer.
ACX Technologies, Inc., through its two primary businesses,
applies innovative technology to manufacture value-added
industrial products. Coors Ceramics Company provides enabling
technology through advanced technical ceramics and other
engineered materials. Graphic Packaging Corporation is a
specialty packaging manufacturer that produces high performance
folding cartons. ACX can be visited on the world wide web at
http://www.acxt.com.
Certain statements in this press release constitute "forward-
looking statements" which involve uncertainties and risk 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) future growth
of Graphic Packaging Corporation and Coors Ceramics Company is
dependent upon market conditions remaining the same or improving
and the ability to grow through acquisitions, 2) the expected
amount of $200 million of debt at Coors Ceramics at the time of
the spin-off is dependent upon current credit measures and is
subject to change, 3) Graphic Packaging Corporation becoming the
largest folding carton producer in North America is dependent
upon successfully completing the acquisition of Fort James
Corporation's packaging business, and 4) the ability to complete
the spin-off by year end is dependent upon a favorable ruling
from the IRS and other regulatory approvals.
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.
June 23, 1999 ACX TECHNOLOGIES, INC.
By:/s/ Beth A. Parish
-------------------------
(Controller and Principal
Accounting Officer)
