SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 30, 1997
ARDEN INDUSTRIAL PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA
(State or other jurisdiction of incorporation)
0-23308 41-0980556
(Commission File Number) (IRS Employer Identification No.)
560 Oak Grove Parkway 55127
Vadnais Heights, Minnesota (Zip Code)
(Address of principal executive offices)
(612) 490-6800
(Registrant's telephone number, including area code)
Item 5. Other Events.
The Registrant has received an unsolicited offer from Park-Ohio Industries,
Inc., Euclid, Ohio to acquire Registrant in a merger transaction for $42 million
in cash (assuming approximately 7,000,000 common shares outstanding) or $6 per
share. Copies of the press release issued by the Registrant in relation to this
offer and the correspondence making the proposed offer are exhibits to this form
8-K.
Item 7. Exhibits
99.1 Press release from Registrant describing unsolicited merger
offer from Park-Ohio Industries, Inc. dated April 30, 1997.
99.2 Letter proposing merger transaction from Park-Ohio Industries,
Inc. dated April 29, 1997.
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.
ARDEN INDUSTRIAL PRODUCTS, INC.
Date: April 30, 1997 By /s/ Michael J. Lindseth
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Chief Executive Officer
Exhibit 99.1
FROM FOR:
Swenson/Falker Associates Inc. Arden Fasteners
1111 TCF Tower 560 Oak Grove Pkwy.
Minneapolis, Minn. 55402 Vadnais Heights, Minn. 55127
Contact; Doug Ewing (612) 371-0000 Contact: Michael Lindseth, CEO
(612) 490-6800
FOR IMMEDIATE RELEASE
ARDEN FASTENERS RECEIVES UNSOLICITED MERGER OFFER
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ST. PAUL, MINN., April 30 -- Arden Fasteners (Arden Industrial
Products, Inc., (Nasdaq:AFAS) announced today that it has received an
unsolicited offer from Park Ohio Industries, Inc., (Nasdaq:PKOH) of Euclid,
Ohio, to acquire Arden in a merger transaction for $42 million in cash (assuming
approximately 7,000,000 outstanding shares of Arden) or $6 per share.
Arden's board of directors has not had an opportunity to consider the
offer but will do so promptly.
Arden Fasteners is a leading national distributor of specialty and
standard fasteners to the industrial market. The company combines the most
extensive product line in the fastener industry with specialized value-added
services, such as inventory management (JIT) programs, to minimize
fastener-related costs for its customers.
# # # #
04/30/97
[Park-Ohio Logo] Exhibit 99.2
April 29, 1997
The Board of Directors of Arden Industries, Inc.
560 Oak Grove Parkway
Vadnais Heights, Minnesota 55127
Attention: Larry A. Carlson, Chairman
Park-Ohio proposed combining the operations of RB&W Corporation and
Arden with Park-Ohio receiving equity in the resulting public company. We failed
to reach an agreement, but Park-Ohio still believes that combining the two
companies makes good business sense. Therefore, please consider the following:
(1) Park-Ohio hereby proposes to enter into a merger transaction to
acquire Arden for $42 million in cash (assuming approximately 7,000,000 common
shares) or $6 per share, which represents a 55% premium over yesterday's closing
price; and
(2) Park-Ohio is prepared to meet with your entire board of directors
to provide the necessary assurances of our interest and bona fides.
This proposal is supported by commitments from our banks. In the spirit
of allowing you ample opportunity to consider our proposal, it will remain
outstanding through the close of business on Monday, May 5, 1997. While our bid
was formulated without access to confidential information, we believe it to be
full and fair.
If the Board is unwilling to accept the above proposal, Park-Ohio
hereby requests approval pursuant to section 302A.673 of the Minnesota Business
Corporation Act to acquire more than ten percent of the outstanding shares of
Arden.
Sincerely,
/s/ John J. Murray
John J. Murray
President
