GREENFIELD INDUSTRIES INC /DE/
8-K, 1997-01-21
METALWORKG MACHINERY & EQUIPMENT
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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


Date of report (Date of earliest event reported)               January 16, 1997



                           GREENFIELD INDUSTRIES, INC.
               (Exact Name of Registrant as Specified in Charter)


      Delaware                         0-21828                  04-2917072
(State or Other Jurisdiction       (Commission File          (IRS Employer
  of Incorporation)                     Number)             Identification No.)


2743 Perimeter Parkway                                             30909
Building One Hundred, Suite 100                                  (Zip Code)
Augusta, Georgia
(Address of Principal Executive Offices)



Registrant's telephone number, including area code    (706) 863-7708




         (Former Name or Former Address, if Changed Since Last Report)



<PAGE>


Item 5.  Other Events

On January 16, 1997, Greenfield Industries,  Inc. (the "Company") issued a press
release  concerning  expected results for the fiscal quarter ending December 31,
1996, a copy of which is attached hereto as an exhibit,  and incorporated herein
by reference thereto.


Item 7.  Exhibits

         (a)      Press Release of the Company dated January 16, 1997.





<PAGE>
                                   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.

                                            GREENFIELD INDUSTRIES, INC.

Date:    January 21, 1997                   by    /s/ Gary L. Weller
                                                 -------------------------
                                                 Gary L. Weller
                                                 Senior Vice President and
                                                 Chief Financial Officer
<PAGE>




                                INDEX TO EXHIBITS

a)       Press Release of the Company dated January 16, 1997.



         Contacts:         Gary L. Weller
                           Senior Vice President
                           and Chief Financial Officer
                           (706)650-4218


                           Greenfield Industries, Inc.
                  Announces Preliminary Fourth Quarter Results

         Augusta,  Georgia -- January 16, 1997 --  Greenfield  Industries,  Inc.
         (NASDAQ:  GFII) indicated today that it expects to report sales for the
         fourth quarter ending December 31, 1996 in the range of $124 million to
         $126  million  and net  income  in the  range of $5.2  million  to $5.7
         million or $.32 to $.34 per share fully diluted. The Company added that
         it  anticipates  results  for the  quarter  will be  reported  in early
         February, 1997.

         Paul W. Jones,  President and Chief  Executive  Officer of  Greenfield,
         commented "While we expect to report sales which are  approximately 20%
         over the fourth  quarter  of 1995 and 3-4%  above the third  quarter of
         1996,  preliminary  indications  suggest  that  we had a  disappointing
         quarter.  The expected  results  generally  reflect lower than expected
         sales and plant  performance.  In particular,  sales in our industrial,
         electronics and consumer products groups were short of our expectations
         while our energy and construction,  engineered products and marine were
         better  than  originally  expected.  Sales in both our  industrial  and
         electronics  groups  continued  to build  momentum  during the quarter,
         generally  reflecting the improved customer service levels and improved
         confidence within the marketplace.  Our consumer products, on the other
         hand, were  significantly  short of our expectations  reflecting weaker
         orders   and   production   difficulties   at  the   South   Deerfield,
         Massachusetts  facility  which  was  acquired  as a result  of our 1996
         acquisition of Rule Industries, Inc."

         "In terms of operations,  our facilities  continued to show improvement
         from  the  third  quarter  of  1996.  In  particular,  several  of  our
         industrial   facilities   which   were   significantly    affected   by
         rationalization  programs during the year as well as start-up issues at
         our Solon,  Ohio  facility,  continue  to show  improvement.  Our South
         Deerfield, Massachusetts facility, which was making progress throughout
         the year from the  January  1996  acquisition  date,  experienced  poor
         performance in both costs and deliveries in the fourth  quarter.  It is
         expected  that  improvements  in this plant will  generally be required
         throughout 1997."

         On a more positive note, Jones added,  "Sales and operations within our
         remaining  three  business  groups  continue to show  increases year to
         year,  primarily  driven  by the  strength  in the  oilfield  equipment
         market.  In addition  however,  several new programs  were  implemented
         during the fourth quarter of 1996 within the industrial and electronics
         products  groups,  both designed to increase sales and market share and
         capitalize on the Company's brand names, manufacturing capabilities and
         technology."

         Over the longer-term horizon, Jones indicated that the Company believes
         it is  well  positioned  to  capitalize  on  long-term  trends  in  its
         participating  industries.  "In particular,  our strategic  emphasis on
         brands,  technology  and  customer  service,  complemented  by selected
         acquisitions,  new product  development,  expansion into  international
         markets and increased emphasis on efficient  manufacturing  operations,
         should  provide  us with the basis for  achieving  long-term  growth in
         sales and earnings."


<PAGE>
         Certain  statements  included  herein are  forward-looking  statements.
         Actual  results could differ  materially  from those  anticipated  as a
         result of various  factors,  including  cyclical or other  downturns in
         demand,  significant pricing  competition,  the ability to achieve cost
         reductions   through   consolidation   and  restructuring  of  acquired
         companies,    manufacturing    inefficiencies   and   possible   future
         acquisitions that may not be complementary or additive.

         Greenfield  Industries,   Inc.  is  a  leading  worldwide  manufacturer
         of expendable  cutting  tools  and  related  products  used  in a  
         variety  of industrial,  electronics,  energy and  construction,  
         engineered  products, consumer and marine markets.



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