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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
October 1, 1999
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Date of Report (Date of earliest event reported)
CHATWINS GROUP, INC.
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(Exact name of Registrant as Specified in its Charter)
Delaware 33-63274 74-2156829
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(State or other (Commission File No.) (IRS Employer
jurisdiction Identification No.)
of incorporation)
300 Weyman Plaza, Suite 340, Pittsburgh, Pennsylvania 15236
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(Address of Principal Executive Offices) (Zip Code)
412-885-5501
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(Registrant's telephone number, including area code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report) (Zip Code)
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ITEM 2. Disposition of Assets
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Chatwins Group, Inc. (Registrant) hereby reports that, on September 30,
1999, it completed the sale of substantially all of the domestic business and
assets of its Klemp grating division to Alabama Metal Industries Corporation
(AMICO) for approximately $32.1 million in cash and the assumption by AMICO of
certain Klemp operating liabilities. The purchase price is subject to final
adjustment pending the preparation of a closing date balance sheet acceptable
and agreed to by both the Registrant and AMICO.
The Registrant's sale of its domestic Klemp operations to AMICO completes
a significant portion of management's plan adopted during the second quarter
of 1999 to exit the grating manufacturing business through the disposition of
substantially all the business and assets of its Klemp division. The Klemp
sale to AMICO does not include the Registrant's investments in its grating
manufacturing subsidiaries in Mexico and The People's Republic of China. The
Registrant is continuing to explore separate sales of these investments.
The Registrant also hereby files as an exhibit to this Current Report on
Form 8-K the press release dated October 1, 1999 announcing such sale.
ITEM 5. Other Information
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The Registrant and Reunion Industries, Inc. (NASDAQ Small Cap-RUNI;
Pacific-RUN) have previously announced their amended merger agreement under
which the Registrant will merge with and into Reunion Industries, the
surviving corporation. Both the Registrant and Reunion Industries continue to
pursue satisfaction of conditions to the merger, including approval of the
amended merger agreement by their stockholders and satisfaction of certain
financing conditions. The completion of the sale of its domestic operations
of its Klemp division satisfies one of the merger conditions. The merger is
targeted for completion in the fourth quarter of this year but no earlier than
November 4. There can be no assurance as to whether or when all conditions to
the merger will be satisfied or when the merger may be completed.
This Current report on Form 8-K contains forward-looking statements
within the "safe harbor" provision of the Private Securities Litigation Reform
Act of 1995 with respect to, among other things, the proposed Reunion-Chatwins
merger. These forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ materially from the
results contemplated by those forward-looking statements. Those risks and
uncertainties include domestic and international economic conditions, the
availability of financing on reasonable terms and other factors outside of the
control of the Registrant. All forward-looking statements are qualified by
these risks and uncertainties.
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ITEM 7. Exhibits
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(c) Exhibits
20.6 Press release dated October 1, 1999 announcing
the sale of substantially all of the domestic
business and assets of the Klemp grating
division to Alabama Metal Industries
Corporation.
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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.
CHATWINS GROUP, INC.
Dated: October 5, 1999 By:/s/John M. Froehlich
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John M. Froehlich
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number Description of Exhibit
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20.6 Press release dated October 1, 1999 announcing
the sale of substantially all of the domestic
business and assets of the Klemp grating
division to Alabama Metal Industries
Corporation.
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EXHIBIT 20.6
CHATWINS GROUP, INC. PRESS RELEASE
CHATWINS GROUP ANNOUNCES SALE OF KLEMP DIVISION
FOR INFORMATION CONTACT: FOR IMMEDIATE RELEASE
Russell S. Carolus
V.P. & Secretary
300 Weyman Plaza, Suite 340
Pittsburgh, PA 15236
412-885-5501
Pittsburgh, Pennsylvania, October 1, 1999 - Chatwins Group, Inc., a
privately held corporation, today announced that effective October 1, 1999 it
has completed the sale of substantially all of the domestic business and
assets of its Klemp grating division to Alabama Metal Industries Corporation
(AMICO) for approximately $32.1 million in cash and the assumption by AMICO of
certain Klemp operating liabilities. The proceeds of the sale were applied
against Chatwins Group's debt under its financing and security agreement with
Bank of America which remains in place.
Chatwins Group's sale of its domestic Klemp operations to AMICO completes
a significant portion of Chatwins management's plan adopted during the second
quarter of 1999 to exit the grating manufacturing business through the
disposition of substantially all the business and assets of its Klemp
division. The Klemp sale to AMICO does not include Chatwins Group's
investments in its grating manufacturing subsidiaries in Mexico and The
People's Republic of China. Chatwins Group is continuing to explore separate
sales of these investments.
Chatwins Group and Reunion Industries, Inc. (NASDAQ Small Cap-RUNI;
Pacific-RUN) have previously announced their amended merger agreement under
which Chatwins Group will merge with and into Reunion Industries, the
surviving corporation. Both Chatwins Group and Reunion Industries continue to
pursue satisfaction of conditions to the merger, including approval of the
amended merger agreement by their stockholders and satisfaction of certain
financing conditions. The completion by Chatwins Group of the sale of its
domestic operations of its Klemp division satisfies one of the merger
conditions. The merger is targeted for completion in the fourth quarter of
this year but no earlier than November 4. There can be no assurance as to
whether or when all conditions to the merger will be satisfied or when the
merger may be completed.
Chatwins Group, Inc., through its manufacturing divisions, designs,
manufactures and markets a broad range of fabricated and machined industrial
products in a variety of industries. Chatwins Group files periodic reports in
accordance with the Securities Act of 1934, as amended.
Reunion Industries is a Stamford, CT based corporation currently engaged
in manufacturing high volume precision plastic products and providing
engineered plastic services in New York, North Carolina, Indiana and Ireland.
Reunion Industries also has wine grape agricultural operations in Napa County,
California.
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This press release contains forward-looking statements within the "safe
harbor" provision of the Private Securities Litigation Reform Act of 1995 with
respect to, among other things, the proposed Reunion-Chatwins merger. These
forward-looking statements are subject to risks and uncertainties that could
cause actual results to differ materially from the results contemplated by
those forward-looking statements. Those risks and uncertainties include
domestic and international economic conditions, the availability of financing
on reasonable terms and other factors outside of the control of Chatwins
Group. All forward-looking statements are qualified by these risks and
uncertainties.
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