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Form 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Date of Report (Date of Earliest Event Reported) March 20, 1997
CURRENT REPORT PURSUANT TO SECTION 13 or 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 1-13418
Falcon Building Products, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 36-3931893
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
Two North Riverside Plaza
Chicago, Illinois 60606
(Address of Principal Executive Office)
(312) 906-9700
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed
since last report)
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Item 5. Other Events
On March 20, 1997, Falcon Building Products, Inc. ("Falcon") and
Investcorp executed a definitive agreement providing for the merger
of Falcon with an affiliate of Investcorp.
The press release announcing the above is attached as an exhibit
hereto.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Press release issued by Falcon Building Products, Inc.
and Investcorp on March 20, 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.
FALCON BUILDING PRODUCTS, INC.
By: /s/ Sam A. Cottone
-------------------
Sam A. Cottone
Senior Vice President and
Chief Financial Officer
Dated: March 20, 1997
Exhibit 99.1
FOR IMMEDIATE RELEASE
THURSDAY, MARCH 20, 1997
FALCON BUILDING PRODUCTS, INC.
ANNOUNCES MERGER WITH INVESTCORP AFFILIATE
AT $17.75 PER SHARE
CHICAGO, IL, March 20, 1997 -- Falcon Building Products, Inc. (NYSE:FB)
and Investcorp, the international investment group, jointly announced today
the execution of a definitive agreement providing for the merger of Falcon
with an affiliate of Investcorp. The agreement provides that the owner of
each outstanding share of Falcon common stock can elect either to receive
$17.75 per share in cash or to retain that share. However, no more than
0.9 million shares of Falcon common stock (approximately 4% of the
approximately 20 million outstanding shares) may be retained by present
Falcon shareholders.
The merger is subject to approval by a majority of Falcon's shareholders
at a special meeting to be held as soon as practicable. The Board of
Directors of Falcon has recommended that Falcon shareholders approve the
merger. Falcon's major shareholder, who owns approximately 70% of the
outstanding common stock, has also agreed to vote its shares in favor of the
merger. The merger, which is valued at approximately $590 million,
including approximately $225 million of indebtedness to be refinanced, is
expected to close in May of this year.
Merrill Lynch & Co. and Smith Barney Inc. acted as financial advisors
to Falcon and rendered a fairness opinion to its Board of Directors.
In connection with the transaction, all executive officers of Falcon,
including William K. Hall, its President, have agreed to be employed by
Falcon after the merger. Mr. Hall will be Chairman, President and Chief
Executive Office of Falcon after completion of the merger.
Christopher J. Stadler, a member of Investcorp's Management Committee,
said, "Falcon is an outstanding, well-managed company. This acquisition is
consistent with our philosophy of buying companies with leading market shares
and trade names. As is our practice, we will work in partnership with
management to continue Falcon's current growth initiatives and to provide
whatever additional resources are necessary to enable the Company to achieve
its potential. Bill Hall and the senior management team at Falcon are
expected to be significant equity investors in the Company after the
completion of the merger."
Headquartered in Chicago, Illinois, Falcon Building Products, with 1996
annual sales of $633 million, is a leading North American manufacturer and
supplier of highly engineered building products serving residential, light
commercial and consumer markets. The Falcon businesses include Hart & Cooley,
a manufacturer of air distribution products, Mansfield Plumbing Products, a
manufacturer of china, steel and acrylic plumbing products, and DeVilbiss
Air Power, a manufacturer of air compressors, pressure washers, portable
generators and accessories/tools.
Investcorp was established in 1982. It acts both as a principal and an
intermediary in international investment transactions. To date, it has
completed over 60 transactions with an acquisition value of approximately
$8 billion. Investcorp and its clients currently own 14 corporate
investments in North America and Europe, including Saks Fifth Avenue,
Prime Equipment, Star Markets, Simmons Company, William Carter Company,
Mondi and Ebel. Previous investments include Tiffany, Gucci, Circle K and
Thorn Lighting.
