FALCON BUILDING PRODUCTS INC
8-K, 1999-02-10
FABRICATED STRUCTURAL METAL PRODUCTS
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                                    FORM 8-K


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


       Date of Report (Date of Earliest Event Reported) January 22, 1999


                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.)


                             233 SOUTH WACKER DRIVE
                            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)




ITEM 5.  OTHER EVENTS

      On January 22, 1999, Falcon Building Products, Inc. ("Falcon") acquired
the assets and business of Penn Ventilation Companies, Inc.

      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. on January
25, 1999.



                                   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:  January 27, 1999

<PAGE>


                                                                  Exhibit 99.1

FOR IMMEDIATE RELEASE                       Contact: Anthony Navitsky
JANUARY 25, 1999                                    312.906.9700        


        FALCON BUILDING PRODUCTS ACQUIRES THE PENN VENTILATION COMPANIES
               ADDS LEADING FAN MANUFACTURER TO GROWING PORTFOLIO

Chicago, IL. . . . Officials at Falcon Building Products, Inc. announced today
that its Hart & Cooley, Inc. subsidiary has completed the acquisition of the
assets and business of The Penn Ventilation Companies, Inc., headquartered in
Philadelphia, Pennsylvania.

Founded in 1928, Penn Ventilation is a leader in air moving and control
equipment for commercial and industrial applications. The company's extensive
product line includes centrifugal and axial fans, gravity ventilators, dampers
and louvers marketed under the Penn, Barry Blower and Supreme labels.

Hart Cooley, Inc. is a leading manufacturer of heating, ventilation and air
conditioning (HVAC) products located in Holland, Michigan. The acquisition is a
strategic addition to the Hart & Cooley, Inc. family of products, broadening the
company's presence in key commercial HVAC markets.

"The Penn acquisition is consistent with our strategic objective to add quality
business with complementary product lines and distribution channels to our
existing business," said William K. Hall, Chairman and CEO of Falcon. "Penn
Ventilation will significantly enhance Hart & Cooley's growth in commercial and
industrial ventilation markets."

Penn Ventilation has manufacturing plants in Tabor City, North Carolina;
Junction City, Kentucky; Fridley, Minnesota; and Banning, California with
additional distribution facilities in Reno, Nevada and Farnham, Quebec, Canada.
<PAGE>


In addition to Hart & Cooley, Inc., Falcon Building Products owns Devilbiss Air
Power Company, a leading manufacturer of air compressors, pressure washers,
electric generators and air-powered hand tools headquartered in Jackson,
Tennessee; and the Columbus, Ohio-based

                                     (more)
Mansfield Plumbing Products, Inc., manufacturer of high quality plumbing
fixtures for the residential construction and remodeling markets. Privately-held
Falcon Building Products, with annual sales exceeding $800MM, is headquartered
in Chicago, Illinois.


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