CMI INDUSTRIES INC
8-K, 1998-08-10
BROADWOVEN FABRIC MILLS, COTTON
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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

                         COMMISSION FILE NUMBER 33-67854
                                                --------

        DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) AUGUST 10, 1998
                                                         ---------------



                              CMI INDUSTRIES, INC.
- --------------------------------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


          DELAWARE                                              57-0836097
- --------------------------------------------------------------------------------
(STATE OR OTHER JURISDICTION OF                               (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                               IDENTIFICATION NO.)


         1301 GERVAIS STREET, SUITE 920, COLUMBIA, SOUTH CAROLINA 29201
- --------------------------------------------------------------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

       (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) (803) 771-4434
                                                            --------------


                                 NOT APPLICABLE
- --------------------------------------------------------------------------------
         (FORMER NAME, FORMER ADDRESS AND FORMAL FISCAL YEAR, IF CHANGED
                               SINCE LAST REPORT)



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ITEM 5.  OTHER EVENTS.

      In a press release on August 10, 1998, CMI Industries, Inc. ("CMI")
announced that it has terminated its tender offer for the outstanding 9 1/2%
Senior Subordinated Notes due 2003 (tHE "Notes") issued by CMI. All notes that
were tendered in the tender offer will be returned promptly to the respective
holders thereof without any action required on the part of the holders.

         The press release is incorporated herein by reference.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

     (a) and (b) Not Applicable.

     (c) Exhibits.

         99.1 Press Release of CMI Industries, Inc. dated August 10, 1998.




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<PAGE>   3




                                   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 thereunto duly authorized.



Date:  August 10, 1998                          By: /s/ James A. Ovenden
                                                   -----------------------------
                                                   James A. Ovenden
                                                   Executive Vice President and
                                                   Chief Financial Officer


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                                                                    EXHIBIT 99.1

                              CMI INDUSTRIES, INC.
                    ANNOUNCES TERMINATION OF ITS TENDER OFFER
                          AND CONSENT SOLICITATION FOR
                    9 1/2% SENIOR SUBORDINATED NOTES DUE 2003


         COLUMBIA, SC, August 10, 1998 -- CMI Industries, Inc. ("CMI") today
announced that it has terminated its tender offer for CMI's currently
outstanding 9 1/2% Senior Subordinated Notes due 2003 (the "Notes").

         The tender offer has been terminated because certain conditions
required for the completion of the tender offer were not satisfied. As a result
of the termination, the Supplemental Indenture to the Notes Indenture, which was
executed based on consents solicited from noteholders in conjunction with the
tender offer, will not become operative. The Indenture under which the Notes
were issued will remain in full force and effect following the termination of
the tender offer, without any modification based on the Supplemental Indenture.

         All Notes that were tendered in the tender offer will be returned
promptly to the respective holders thereof without any action required on the
part of the holders.


         NationsBanc Montgomery Securities LLC is the Dealer Manager for the
tender offer and the consent solicitation.

         CMI Industries, Inc., headquartered in Columbia, South Carolina, is one
of the leading manufacturers and marketers of lightweight greige (unfinished)
fabrics in the United States, and holds market leading positions in certain
segments of the elastic fabrics and upholstery fabrics market.


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