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): April 18, 1997
A. O. SMITH CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-475 39-0619790
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
P.O. Box 23972, Milwaukee, Wisconsin 53223-0972
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (414) 359-4000
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Item 2. Acquisition or Disposition of Assets.
On April 18, 1997, A. O. Smith Corporation (the "Company")
consummated the sale of its automotive products business (the "Division")
to Tower Automotive, Inc., a Delaware corporation ("Tower"). The
transaction took the form of the sale of substantially all of the assets
of the Division pursuant to an Asset Purchase Agreement, dated as of
January 27, 1997 (the "Asset Purchase Agreement"). There is no material
relationship between Tower and the Company or any of its affiliates,
directors or officers or any of their associates.
The Division was a full service, Tier 1 supplier of motor
vehicle structural components, assemblies and systems. The Division
employed approximately 5,200 people at fourteen facilities in the United
States, Canada and Japan. The transaction also included the sale of the
Company's 60% interest in a joint venture in the People's Republic of
China. The transaction did not include the Company's interest in its
Mexican affiliate, which the Company also intends to sell. The Company
classified the Division as "Discontinued Operations" in the Company's 1996
Annual Report on Form 10-K and described the transaction in note 2 to the
consolidated financial statements contained therein.
The Company received gross proceeds from the sale of the
Division of approximately $725 million, which amount reflects additional
investments and working capital changes from the initial price of $625
million and is subject to final adjustment. In addition, Tower assumed
certain liabilities associated with the Division. The amount of such
consideration was determined as a result of arm's length negotiations
between the parties.
The foregoing description of the terms of the transaction is
qualified in its entirety by reference to the Asset Purchase Agreement
filed as Exhibit 2.1 hereto, which exhibit is incorporated by reference
herein.
Item 7. Financial Statements and Exhibits.
(b) Pro forma financial information. The requisite pro forma
financial information required in connection with the Item
2 disclosure is not filed herewith and will be filed on or
before July 2, 1997.
(c) Exhibits.
2.1 Asset Purchase Agreement, dated as of January 27,
1997, among A. O. Smith Corporation, A. O. Smith
Enterprises Ltd., Tower Automotive Acquisition, Inc.,
Tower Automotive, Inc. and R.J. Tower Corporation
(incorporated by reference to Exhibit 2.1 of the Form
S-3 Registration Statement of Tower Automotive, Inc.
(Registration No. 333-21943)). Schedules thereto have
not been filed; the Company agrees to furnish
supplementally a copy of any omitted schedule to the
Commission upon request.
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SIGNATURES
Pursuant to the requirements of Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
A. O. SMITH CORPORATION
By: /s/ Glen R. Bomberger
Glen R. Bomberger
Executive Vice President and
Chief Financial Officer
Date: May 5, 1997
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Exhibit Index
Number Description
2.1 Asset Purchase Agreement, dated as of January 27, 1997, among
A. O. Smith Corporation, A. O. Smith Enterprises Ltd., Tower
Automotive Acquisition, Inc., Tower Automotive, Inc. and R.J.
Tower Corporation (incorporated by reference to Exhibit 2.1
of the Form S-3 Registration Statement of Tower Automotive,
Inc. (Registration No. 333-21943)). Schedules thereto have
not been filed; the Company agrees to furnish supplementally
a copy of any omitted schedule to the Commission upon
request.