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) June 9, 1997
SIMPSON INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
MICHIGAN 0-6611 38-1225111
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
47603 Halyard Drive, Plymouth, Michigan, 48170
(Address of Principal executive offices) (Zip Code)
Registrant's telephone number, including area code (313) 207-6200
(Former name or former address, if changed since last report)
ITEM 5 - OTHER EVENTS
The registrant, as of June 9, 1997, announced they have signed a purchase
agreement to acquire the Vibration Attenuation Division of Holset Engineering,
Ltd., a subsidiary of Cummins Engine Co., Inc.
The proposed transaction is subject to completion of due diligence, the
execution of a definitive purchase agreement and certain other conditions.
It is presently anticipated that the purchase would be completed in the second
quarter.
The registrant released a press release on June 9, 1997 to disclose the above
information per the attached exhibit.
ITEM 7 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
A) Not Applicable
B) Not Applicable
C) Exhibits:
99 Press Release dated June 9, 1997
PAGE
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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.
SIMPSON INDUSTRIES, INC.
By: /S/ JAMES E. GARPOW
James E. Garpow
Assistant Secretary
Dated: June 9, 1997
SIMPSON INDUSTRIES EXPANDS INTERNATIONAL
AND PRODUCT CAPABILITIES THROUGH ACQUISITION
Plymouth, Michigan -- June 9, 1997 -- Simpson Industries, Inc. ("Nasdaq: SMPS)
today announced it has signed a definitive agreement with Cummins Engine Co.,
Inc. (NYSE: CUM) for its previously announced acquisition of the Vibration
Attenuation (VA) Business of Holset Engineering Company, Ltd., a Cummins
subsidiary.
As part of the transaction, Simpson will enter into supply and technology
agreements with Cummins and plans to continue operations at all locations.
The transaction is expected to close in the second quarter.
"When we made the strategic decision to meet our customers' needs and expand
Simpson beyond North America, we developed a roster of potential candidates
for acquisition or partnership," said Roy E. Parrott, president and chief
executive officer. "The Holset VA Business was at the top of that list,
offering us the best potential to build on our North American leadership
position in Noise, Vibration and Harshness (NVH) products."
"With this acquisition, we will add European-, Asian- and South American-based
capabilities. We will expand our customer base and our technological
processes. This step also extends our product line to include viscous dampers
for larger diesel engines, increasing our available product offerings to our
North American customers and provides a manufacturing infrastructure for all
our products on three additional continents," Mr. Parrott said.
"Growing our global market share with NVH products is a key element of our
business strategy. The addition of the Holset Vibration Attenuation Business
positions Simpson as a world leader in NVH products. With the experienced
management team already in place, we expect to execute a seamless transition
with customers, suppliers and employees," said Mr. Parrott.
Cummins President and Chief Operating Officer Tim Solso said, "We are pleased
to be aligned with a company of Simpson's caliber. The sale of our Vibration
Attenuation Business is an important part of our ongoing restructuring effort
to produce components which offer comparative customer advantage and to source
other components from manufacturers, like Simpson, who specialize in their
design and manufacture."
Holset's VA Business supplies rubber dampers for light and medium-duty engines
and viscous dampers for heavy-duty diesel engine customers. Manufacturing
operations are located in England, France, Spain, Mexico, Brazil and Korea.
The company is also a partner in a joint venture located in India. In
addition to Cummins, current customers of the business include RVI, Volvo,
MAN, Peugeot, Scania, Renault, Iveco, Kia Motors, Nissan, GM's Opel and Ford's
Jaguar. Revenues for the division were $67 million in 1996.
Cummins, headquartered in Columbus, Indiana, is a leading worldwide designer
and manufacturer of diesel engines and related products. These engines
provide power for customers in its key markets: automotive, power generation,
industrial and filtration. The company reported record sales of $5.3 billion
in 1996. Cummins' home page on the Internet can be found at
http://www.cummins.com.
Simpson Industries supplies powertrain and chassis products to original
equipment manufacturers with current operations in North America and has long
been a key supplier to Cummins. Simpson's products are focused in four
groups: noise, vibration and harshness; wheel-end and suspension, modular
engine assemblies and high-precision machined components. Simpson's North
American manufacturing units are located throughout the Midwest, as well as
North Carolina, Ontario and Mexico. In 1996, Simpson reported earnings of
$17.6 million on sales of $408 million.
To receive a copy of this and other Simpson press releases by fax, please call
Company News On-Call at (800) 758-5804 - extension 107165, or you can access
the information via the Internet at http://www.prnewswire.com.
For further information, contact:
Richard J. Koslowski
Manager, Planning & Analysis
SIMPSON INDUSTRIES, INC.
Plymouth, Michigan
(313) 207-6200
Dixie Watterson
CAPITAL INVESTOR RELATIONS, INC.
Evanston, Illinois 60202
(847) 491-0725
