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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Filed pursuant to Section 12, 13, or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 30, 1998
OWOSSO CORPORATION
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(Exact name of issuer as specified in charter)
PENNSYLVANIA 0-25066 23-2756709
(State or Other Jurisdiction Commission (I.R.S. Employer
of Incorporation or file number Identification
Organization) Number)
The Triad Building, 2200 Renaissance Boulevard, Suite 150,
King of Prussia, PA 19406
(Address of principal executive offices)
(610) 275-4500
(Registrant's telephone number, including area code)
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Item 5. Acquisition or Disposition of Assets
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On March 30, 1998, Owosso Corporation (the
"Company")announced that it had signed an agreement to sell substantially all
of the assets of Great Bend Manufacturing Company, Inc. ("Great Bend") and
that it had signed non-binding letters of intent to sell the assets of two
other businesses in its specialized equipment segment -- DewEze Manufacturing,
Inc. and Parker Industries.
Item 7. Financial Statements, Pro Forma
Financial Information and Exhibits
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(c) Exhibits
99.1 Press release dated March 30, 1998.
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SIGNATURE
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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.
OWOSSO CORPORATION
Date: March 30, 1998 By: /s/ John H. Wert, Jr.
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John H. Wert, Jr., Senior Vice
President - Finance and Chief
Financial Officer
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EXHIBIT INDEX
Exhibit
No. Description
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99.1 Press release dated March 30, 1998.
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March 30, 1998
OWOSSO CORPORATION TO EXIT AGRICULTURAL EQUIPMENT MARKET
THROUGH SALE OF THREE BUSINESSES
March 30, 1998 - King of Prussia, PA - Owosso Corporation (Nasdaq: OWOS)
announced today that it intends to exit the three agricultural equipment
businesses contained in its Specialized Equipment segment in order to focus
its resources on expanding the Company's Engineered Component Products segment
and improving the performance of its trailer business.
As the first step in this process, the Company has signed an agreement to sell
the assets of its front-end loader business, Great Bend Manufacturing Company,
to Allied Products Corporation of Chicago, Illinois. Closing is expected
within 30 days. Owosso expects that the sale of Great Bend will result in a
one-time after-tax gain of approximately $1 million.
Owosso also announced that it has signed a non-binding letter of intent to
sell the assets of its DewEze Manufacturing business to a company formed by
the President of the subsidiary for a premium of $200,000 over the book value
of the assets to be acquired net of assumed liabilities. DewEze manufactures
the Company's bale handling and processing equipment and its commercial turf
maintenance equipment. Owosso expects to receive approximately $4 million in
net cash from this transaction, and expects any gain or loss to be negligible.
Closing is anticipated in Owosso's third fiscal quarter.
Owosso has also signed a non-binding letter of intent to sell the assets of
its Parker Industries grain handling equipment business to a privately held
manufacturer of agricultural equipment. Terms were not disclosed, but the
Company said that the sale will likely result in a small after-tax gain, if
and when it is consummated, anticipated to occur before the end of May.
Total cash proceeds from the sale of the three businesses, net of retained
liabilities, are expected to be in excess of $20 million.
George B. Lemmon, Jr., Owosso's president, commented, "The sale of our
agricultural equipment business marks a significant new strategic direction
for our corporation. In short, Owosso is focusing its management and capital
resources on businesses which fit our core competencies in managing
manufacturing processes and serving our OEM customers through on-time delivery
of high quality engineered components. As we look to allocate human,
technological and capital resources among our companies, we feel that our
ability to add value is greatest in those companies we are retaining.
Competing successfully in the agricultural equipment business takes a
different set of skills than those on which we concentrate. We wish continued
success to their new owners and all of their employees.
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"We have a number of opportunities in our motor businesses which may require
additional capital investment. At the same time, we will be able to
concentrate more resources on improving the results of our trailer business.
We also will have made capital available to invest in acquisitions, and we
continue to work toward adding businesses to our company. We are currently
working on acquisitions in our Engineered Component Products segment, and we
hope to be able to announce a transaction in the near future."
Owosso Corporation is a diversified manufacturer of engineered component
products and specialized equipment. By operating in narrowly defined niche
markets, Owosso seeks to achieve revenue growth through market penetration and
new product development, while maximizing profit margins. Owosso currently has
manufacturing facilities in nine states and sells its products nationwide.
This press release contains forward-looking statements that involve a number
of risks and uncertainties. The sale of Great Bend is, and the sale of DewEze
and Parker will be, subject to the satisfaction of customary conditions, some
of which are, or will be, outside of the Company's control. Accordingly, there
can be no assurance that any of the sale transactions will be completed.
Factors that could cause actual results to differ materially from those
reflected in the forward-looking statements include, but are not limited to,
adverse developments in economic factors influencing the manufacturing and
agricultural sectors of the economy, lack of improvement in production
efficiencies at Sooner, lack of availability or price increases of certain
commodities, as well as the additional factors discussed in the Company's
Annual Report on Form 10-K for the year ended October 26, 1997 and Form 10-Q
for the quarter ended January 25, 1998 in the section captioned "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
To receive additional information on Owosso Corporation, via fax at no charge,
dial 1-888-696-7010.
