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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) January 30, 1997
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HUNTCO INC.
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(Exact name of registrant as specified in its charter)
Missouri 1-13600 43-1643751
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
14323 S. Outer Forty, Suite 600N, Town & Country, Missouri 63017
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (314) 878-0155
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Not applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events
Huntco Inc. issued a news release on January 30, 1997, with respect to
its acquisition of certain assets from Coil-Tec, Inc. and provided an update
of its outlook for its third quarter ending January 31, 1997. This news
release is incorporated herein by reference to Exhibit 99 attached hereto.
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HUNTCO INC.
By: /s/ Robert J. Marischen
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Robert J. Marischen,
Vice Chairman & Chief Financial Officer
Date: January 30, 1997
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EXHIBIT INDEX
These Exhibits are numbered in accordance with the Exhibit Table of Item
601 of Regulation S-K:
Exhibit No. Description
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99 News release of January 30, 1997
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HUNTCO INC.
14323 SOUTH OUTER FORTY - SUITE 600N
TOWN & COUNTRY, MISSOURI 63017
FOR IMMEDIATE RELEASE:
HUNTCO ACQUIRES COIL-TEC, INC. PLANT AND TEMPER MILL. PROVIDES UPDATE ON
THIRD QUARTER.
TOWN & COUNTRY, MISSOURI, January 30, 1997 . . . . Huntco Inc. (NYSE:"HCO"), a
Town & Country based intermediate steel processor, today announced that it had
acquired certain assets of Coil-Tec, Inc., a wholly-owned subsidiary of ARBED
Americas, Inc.
The primary assets acquired, in addition to inventory, were the Blytheville,
Arkansas plant and related equipment of Coil-Tec which are located across the
street from Huntco's largest facility, including approximately 40 acres of
unimproved land. The 130,000 square foot Coil-Tec plant houses a two high
temper mill and cut-to-length line designed to produce tempered, panel flat
sheets and plates, as well as tempered hot rolled steel coils.
Huntco entered into operating leases for the plant and the temper mill. Both
such leases contain purchase options. In addition to the leases, Huntco
issued $4.5 million (225,000 shares) of its Series A Convertible Preferred
Stock (the "Preferred Shares") as consideration for a cut-to-length line,
slitting line, cranes and other tangible and intangible assets related to the
Coil-Tec operations. Each Preferred Share is convertible into one share of
Huntco Class A common stock, has a liquidation preference of $20.00 per share,
and bears an annual dividend of $.888889 per share, which dividends are
cumulative and payable quarterly in arrears. Inventory acquired in the
transaction is valued at approximately $7.2 million. The transaction will be
accounted for as a purchase and Huntco expects to record a nominal amount of
goodwill or other intangibles related thereto.
In addition to the tempering operation, Huntco intends to utilize
approximately 50% of the existing Coil-Tec plant to centralize and expand
Huntco's shearing operation. This operation will convert excess and other
non-standard size material from all of Huntco's facilities into custom blanks.
The shearing operation is expected to result in higher per ton selling values
and improved yields for this material. The investment in the expanded shearing
operation will be less than $1.0 million.
Huntco indicated that Coil-Tec had conducted its tempering business primarily
on a tolling basis. Huntco expects to develop its sales base for non-tolling
customers over the next two years much as would be experienced in a start-up
operation and that the tempering operation could add approximately 80,000 tons
to fiscal 1998 sales and 120,000 tons to fiscal 1999 sales. Huntco expects
that initially its tempering business will primarily be tolling, but that by
the end of the second year, tolling sales should reflect only about one-half
of the total tons sold from the tempering operation.
In addition to the incremental volume expected from the tempering operation,
Huntco expects that it will retain, on a profitable basis, some portion of the
hot rolled cut-to-length and slitting business conducted by Coil-Tec at its
Blytheville, Arkansas and Bessemer, Alabama plants. While Huntco did not
acquire Coil-Tec's Bessemer operations, which included both a cut-to-length
and slitting operation, such operations will be discontinued by Coil-Tec and
Huntco expects that its facility in Chattanooga, Tennessee will service
certain of the customers previously buying from Coil-Tec's Bessemer plant.
Coil-Tec's net sales for the year ended December 31, 1996 included
approximately 80,000 tons of hot rolled cut-to-length and slitting business
and totaled approximately $35.4 million.
Although it will be difficult to isolate incremental cut-to-length and
slitting business resulting from this acquisition and profits related thereto,
as such business will be processed at existing Huntco facilities, Huntco
believes that this acquisition will be additive to its net income per common
share by the first quarter of fiscal 1998.
Huntco also indicated that it expects to report net sales in its third quarter
ending January 31, 1997 approximately 12% lower than the $84.0 million it
reported in its second quarter which ended October 31, 1996 and reconfirmed
that its gross profit margins in the third quarter were under pressure because
of higher raw material costs.
The decline in net sales reflects lower sales volume during the November and
December holiday periods when the midweek holidays in 1996 limited the number
of shipping days and resulted in lower levels of sales activity, as well as
lower sales during November and December as Coil-Tec liquidated a substantial
portion of its hot-rolled steel inventories both at its Blytheville, Arkansas
and Bessemer, Alabama plants. After the decline in net sales and gross profit
margins experienced during November and December, 1996, the Company expects
that its net sales for the month of January, 1997, will recover to record
levels near $30.0 million and also indicated that its gross profit margins
have begun to slowly recover. This lower level of third quarter sales
activity, when combined with narrowing gross profit margins during most of the
quarter because of raw material price increases which the Company was unable
to pass on to its customers, will likely result in the Company reporting
nominal earnings per share for its third quarter in the range of $.01 to $.03
per share.
Those who make use of any forward-looking data contained herein are encouraged
to make reference to the discussion found under the title "Risk Factors - 1997
Forecast" included within Item 7, Management's Discussion and Analysis of
Financial Condition and Results of Operations, of the Company's Annual Report
on Form 10-K for the year ended April 30, 1996, as filed with the Securities
and Exchange Commission on July 26, 1996.
Huntco Inc. is a major, intermediate steel processor, specializing in the
processing of flat rolled carbon steel.
