<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 6, 2000
PENDA CORPORATION
(Exact name of registrant as specified in its charter)
FLORIDA 33-77728 65-0463658
(STATE OF INCORPORATION) (COMMISSION FILE NO.) (I.R.S. EMPLOYER
IDENTIFICATION NO.)
(608) 742-5301
(Registrant's telephone number, including area code)
<PAGE> 2
Item 5. Other Events.
On March 29, 2000, Penda Corporation announced a definitive Agreement
for the sale of the Company to a group led by William Blair Capital Partners
along with co-investors, Wind Point Partners and Norwest Equity Partners.
Item 7. Financial Statements and Exhibits.
Exhibits:
99.1 Press release, dated March 29, 2000.
SIGNATURE
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.
By: /s/ Samuel Mostkoff
Name: Samuel Mostkoff
Title: Vice President and
General Counsel
Date: March 29, 2000
2
<PAGE> 1
[PENDA TRUCK ACCESSORIES]
PRESS RELEASE MARCH 29, 2000
FOR RELEASE: Immediately
FOR MORE INFORMATION: Kristin Uttech
Director of Marketing
Penda Corporation
(608) 742-5301 Ext. 7827
PENDA ANNOUNCES
DEFINITIVE SALE AGREEMENT
PORTAGE, WIS. -- Penda Corporation announced today a definitive Agreement for
the sale of the company to a group led by William Blair Capital Partners along
with co-investors, Wind Point Partners and Norwest Equity Partners. Bear Stearns
is acting as financial advisor to Penda in this transaction. The closing is
expected to take place within the next 30 days. New company ownership will also
include the current management team at Penda.
Penda is the nation's largest manufacturer and marketer of pick-up
truck bedliners, serving both the original equipment and automotive
aftermarkets. Penda also manufactures a full-line of truck accessories including
soft and hard tonneau covers, step boards, tie-downs, and bedmats. Penda's
subsidiaries, Penda Glasstite, Inc. and Tri-Glas Industries manufacture premium
fiberglass truck caps, running boards and hard tonneau covers.
The current management team at Penda will remain in place following the
new Agreement. Jack Thompson, President and CEO of Penda Corporation, states,
"This transition will be invisible to both our customers and employees. In fact,
it will provide additional opportunities for both groups. Our entire management
team is very excited about our new partnership with the group led by William
Blair. Last year we took the number one market share
PENDA CORPORATION
2344 W. Wisconsin St., PO Box 449, Portage, WI 53901-0449 (608) 742-5301
<PAGE> 2
position in the bedliner category. With our additional resources, we expect to
take leadership positions in the other truck accessory categories as well."
The new Agreement also will allow Penda to have access to additional
equity. Leo Waner, Chief Financial Officer for Penda, explains, "The additional
capital infusion will allow Penda to continue our aggressive acquisition
strategy. Penda has acquired Custom Form and Glasstite, Inc. within the last two
years. We will continue to position ourselves as a complete platform for truck
accessories with companies that complement our current product line. The
potential for market leadership in numerous areas of the truck accessory
industry is accelerated with our new partnership."
Penda manufactures the top brand bedliner, the Pendaliner SR, and the
officially licensed products of NASCAR Trucks, the Pendaliner SR PRO and the
Pendacover PRO, as well as the Pendatray SR, Pendacover, Hide-A-Hook tie-downs,
and bed mats. For additional product information, visit www.pendacorp.com.
# # #
PENDA CORPORATION
2344 W. Wisconsin St., PO Box 449, Portage, WI 53901-0449 (608) 742-5301
