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) March 26, 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)
<PAGE>
ITEM 5 - OTHER EVENTS
The registrant, as of March 26, 1997, announced they have signed
a letter of intent 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 March 26, 1997 to
disclose the above information per the attached exhibit.
ITEM 7 - FINANCIAL STATEMENTS PRO FORMA INFORMATION & EXHIBITS
A) Not Applicable
B) Not Applicable
C) Exhibits:
99 Press Release dated March 26, 1997
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 March 26, 1997
March 26, 1997
SIMPSON INDUSTRIES SIGNS LETTER OF INTENT
TO ACQUIRE EUROPEAN VIBRATION BUSINESS FROM CUMMINS ENGINE
Plymouth, Michigan - Simpson Industries, Inc. (Nasdaq: SMPS)
and Cummins Engine Co., Inc. (NYSE: CUM) today announced they
have signed a letter of intent for Simpson to acquire the
Vibration Attenuation (VA) Division of Holset Engineering
Company, Ltd., a subsidiary of Cummins.
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. Terms were
not disclosed.
"This opportunity provides a platform for Simpson to gain a
significant presence in Europe, South America and the Far East
while expanding its product range in Noise, Vibration and
Harshness, a focus product line for Simpson," said Roy E.
Parrott, President and Chief Executive Officer. "The VA
Division's operations will complement Simpson's current business
by broadening its product range, customer base and geographic
reach. We are pleased with the strategic fit and the opportunity
to strengthen our relationship with Cummins."
Cummins President and Chief Operating Officer Tim Solso
said, "While vibration attenuation is an important technology, it
is not strategic to our operations. In Simpson, we align
ourselves with a high-technology partner which specializes in the
design and manufacture of these types of components. This action
is part of Cummins' ongoing restructuring effort to focus its
talent and resources on producing only those components which
provide the maximum opportunity to offer comparative advantage to
its customers."
Holset's VA Division supplies rubber dampers for light and
medium-duty engines and viscous dampers for heavy-duty diesel
engine customers. The Division's manufacturing operations are
located in England, France, Spain, Mexico and Brazil. The
company is also a partner in joint ventures located in India and
Korea. In addition to Cummins, current customers of the business
include RVI, Volvo, MAN, Peugeot, Scania, Renault, Kia Motors,
Nissan, GM's Opel and Ford's Jaguar. Revenues for the Division
were $67 million in 1996.
Upon completion of the proposed transaction, Simpson expects
to continue the operations at all locations and to retain most of
the current employees. Simpson will also enter into a supply
agreement and a technology agreement with Cummins.
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 parts. Simpson's North
American manufacturing units are located throughout the Midwest,
as well as North Carolina, Ontario and Mexico.
For further information, contact:
Kathryn L. Williams
Vice President, Strategic Development and Treasurer
Simpson Industries, Inc.
Plymouth, Michigan 48170
(313) 207-6200
Ann C. Smith
Public Relations Director
Cummins Engine Co., Inc.
Columbus, Indiana 47201
(812) 377-3524
