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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
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DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) JUNE 22, 1998
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CMI INDUSTRIES, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C>
DELAWARE 57-0836097
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
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1301 GERVAIS STREET, SUITE 920, COLUMBIA, SOUTH CAROLINA 29201
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) (803) 771-4434
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NOT APPLICABLE
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(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 June 22, 1998, CMI Industries, Inc. ("CMI") announced
that it has extended the expiration date of its tender offer for the outstanding
9 1/2% Senior Subordinated Notes due 2003 (the "Notes") issued by CMI until
midnight, New York City time, on July 15, 1998, unless further extended, to
coincide with the anticipated completion of the private placement of $175
million aggregate principal amount Senior Subordinated Notes due 2008 and the
closing of the merger of CMI Acquisitions, Inc., a wholly-owned subsidiary of
CMI Management, Inc., with and into CMI. Furthermore, CMI announced that
withdrawal rights have been extended to the Pricing Date.
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 June 22, 1998.
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: June 22, 1998 By: /s/ James A. Ovenden
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James A. Ovenden
Executive Vice President
and Chief Financial Officer
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EXHIBIT 99.1
CMI INDUSTRIES, INC.
ANNOUNCES EXTENSION OF ITS TENDER OFFER
AND CONSENT SOLICITATION FOR
9 1/2 SENIOR SUBORDINATED NOTES DUE 2003
COLUMBIA, SC, June 22, 1998 -- CMI Industries, Inc. ("CMI")
and CMI Acquisitions, Inc. ("Acquisitions") today announced that they are
temporarily postponing the private placement of $175 million aggregate
principal amount Senior Subordinated Notes due 2008 due to current market
conditions. Depending on market conditions, CMI and Acquisitions currently
anticipate completing the private placement during the third quarter.
CMI also announced that it has extended the expiration date
of its tender offer for its currently outstanding 9 1/2% Senior Subordinated
Notes due 2003 (the "Notes") until midnight, New York City time, on July 15,
1998, unless further extended, to coincide with the anticipated completion of
the private placement and the closing of the merger of Acquisitions, a
wholly-owned subsidiary of CMI Management, Inc., with and into CMI. As a result
of the merger, CMI will become a wholly-owned subsidiary of CMI Management, Inc.
As a result of the extension of the expiration date of the
tender offer to July 15, 1998, the Pricing Date for the tender offer will be
July 10, 1998 (or, if the offer is further extended, the date that is the third
business day prior to the expiration date). Furthermore, in connection with the
extension of the expiration date, CMI announced that withdrawal rights have
been extended until midnight, New York City time, on the Pricing Date.
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.
