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): July 24, 1997
Johnstown America Industries, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other Jurisdiction of incorporation)
0-21830 25-1672791
(Commission File Number) (IRS Employer Identification Number)
980 North Michigan Avenue
Suite 1000
Chicago, Illinois 60611
(Address of principal executive offices) (Zip Code)
(312) 280-8844
(Registrant's telephone number, including area code)
Page 1 of 6 consecutively numbered pages;
Exhibit Index appears on page 4
Page 1 of 6
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Item 5. Other Events
Reference is made to the press release of Johnstown America
Industries, Inc. filed as Exhibit 99.1 attached hereto and
incorporated by reference herein (the "Press Release").
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
Financial Statements: None
(a)Pro Forma Financial Information: None
(b)Exhibits:
Exhibit No. Document
99.1 Press Release, dated July 24, 1997
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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 hereunto duly authorized.
JOHNSTOWN AMERICA INDUSTRIES, INC.
By: /s/ ANDREW M. WELLER
--------------------------------------
Andrew M. Weller
Executive Vice President and Chief
Financial Officer (Duly Authorized
Officer and Principal Financial Officer)
July 24, 1997
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EXHIBIT INDEX
Exhibit No. Document Page
99.1 Press Release, dated July 24, 1997 5
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Exhibit 99.1
JOHNSTOWN AMERICA ANNOUNCES
NEW BOND OFFERING TO PREPAY SENIOR BANK DEBT
CHICAGO, July 24, 1997 -- Johnstown America Industries, Inc.
(NASDAQ:JAII) announced today that it anticipates issuing $75 million of 11.75%
senior subordinated notes. The new notes would carry the same terms and
conditions as the $100 million of 11.75% senior subordinated notes issued by the
company in August 1995, and would mature at the same time as such notes in
August 2005. Management anticipates that the new notes would be issued at a
premium.
The net proceeds of the issuance of notes would be used to prepay senior
bank debt and would result in a substantial reduction in senior indebtedness,
strengthening the company's capital structure. The proposed refinancing would
eliminate $6.6 million of the $8.3 million debt amortization in 1997 and
substantially reduce the required future debt amortization through 2002
The Company anticipates that the notes will not be registered under the
Securities Act of 1933 (the "Act") and will not be available for sale in the
United States except under an applicable exemption under the Act. The company
expects that the notes will be purchased by certain qualified buyers under the
Rule 144A exemption from the registration requirements of the Act. The company
anticipates that after the issuance of the notes it will file a registration
statement relating to an exchange offer for the notes under the Act.
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Johnstown America Industries, Inc., headquartered in Chicago, IL has
three operating groups: truck components and assemblies operations, a leading
supplier of wheel-end components, seating, steerable drive axles and gear boxes
for the heavy-duty truck industry; iron castings operations, a major producer of
complex iron castings for a wide range of industries; and freight car
operations, a leading manufacturer and lessor of new and rebuilt freight cars
used for hauling coal, intermodal containers, highway trailers, agricultural and
mining products.
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