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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): October 7, 1996
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Sinter Metals, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-13366 25-677695
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
50 Public Square, Suite 3200, Cleveland, Ohio 44113
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (216) 771-6700
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N/A
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(Former Name or Former Address, if Change Since Last Report)
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Item 5. Other Events.
On October 7, 1996, Sinter Metals, Inc. (the "Company") issued
a press release announcing that it had reached a definitive agreement with Maag
Holding AG ("Maag"), based in Zurich, Switzerland, to acquire from Maag (i) all
of the outstanding shares of Powder Metal Holding, Inc., other than shares owned
by the Company and (ii) substantially all of the outstanding shares of Krebsoge
Sinterholding GmbH. A copy of the press release is attached hereto as Exhibit
99.1.
Item. 7 Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
99.1. Press release dated October 7, 1996, from
the Company.
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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 hereunto duly authorized.
SINTER METALS, INC.
Date: October 17, 1996 By: /s/ Michael T. Kestner
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Michael T. Kestner
Vice President, Chief
Financial Officer and
Secretary
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INDEX TO EXHIBITS
Exhibit Description of Exhibit
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99.1 Press release dated October 7, 1996 regarding
the Company's acquisition of Krebsoge
Sinterholding GmbH and Powder Metal Holding, Inc.
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Exhibit 99.1
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October 7, 1996
FOR IMMEDIATE RELEASE
Contact: Joseph W. Carreras
Chairman of the Board and
Chief Executive Officer
216-771-6700
SINTER METALS, INC. ANNOUNCES DEFINITIVE AGREEMENTS TO ACQUIRE
KREBSOGE SINTERHOLDING GmbH AND POWDER METAL HOLDING, INC.
CLEVELAND, OH, October 7 --Cleveland-based Sinter Metals, Inc.
(NYSE:SNM), the U.S.'s largest producer of precision pressed powder metal
components, today said that it has reached a definitive agreement with Maag
Holding AG, based in Zurich, Switzerland, to acquire all of the outstanding
shares of Powder Metal Holding, Inc. ("PMH"), the U.S.'s second largest producer
of precision pressed powder metal components. The Company further announced
that, in a related transaction, it would also acquire from Maag substantially
all of the shares of Krebsoge Sinterholding GmbH, Germany's and Europe's largest
precision pressed powder metal components producer. The combined transaction
results in Sinter Metal's being the largest producer of pressed powder metal
components in the world with 1997 sales expected to exceed $400 million.
Sinter Metals announced that the combined purchase price was
approximately $215 million and that it has obtained a senior bank commitment
from Salomon Brothers Inc for $275 million, which is expected to be used for the
purchases, the refinancing of existing Sinter debt and working capital needs
going forward. Sinter Metals said that the transactions would be accretive to
shareholders. The Company also said that the acquisitions are expected to close
by the 1996 year end, subject to certain conditions and U.S. and German
governmental approvals.
"The acquisition of Krebsoge Sinterholding--the largest pressed powder
metal producer in Europe and one of the largest in the world--presented the
opportunity to become the largest global player in the industry," said Joseph W.
Carreras, Chairman and Chief Executive Officer of Sinter Metals. "The action
dramatically enhances the technical synergies and service capabilities we are
able to offer customers throughout Europe and the U.S.
"The concurrent agreement to acquire PMH, and its major operating
subsidiary ICM/Krebsoge (ICM/K), culminates a long term effort which we began in
November 1993 when we purchased a 30% interest in PMH as part of our growth
strategy," he continued. He noted that the purchase of PMH and Krebsoge are the
latest initiatives in an ongoing and aggressive acquisition program begun four
years ago that will position Sinter Metals as the undisputed industry leader and
gives it the ability to service the full range of our customer's pressed powder
metal needs throughout the U.S. and Europe.
"These acquisitions provide a substantial boost to our goals of
product, geographic and technical diversification, as well as providing new
avenues of sales and earnings growth," Carreras added. "We're able to follow and
meet the needs of customers wherever they go in major U.S. and European markets,
and to do so as the technical leader in the pressed powder metal market having
strong capabilities in all of the major powder metal technologies."
PMH had 1995 sales of $106.5 million and Krebsoge had sales of $146.2
million. Sinter Metals' 1995 sales totaled $94.3 million. PMH (based in Livonia,
Michigan) has two operating facilities in Indiana, one in Ohio and one in
Canada. Krebsoge (based in Radevormwald, Germany) has six operating facilities
in Germany and one in Connecticut. PMH specializes in large structural powder
metal parts, with a predominant portion of its sales going to the Big Three
automotive customers. Krebsoge offers a full line of products ranging from
smaller parts for automotive and industrial manufacturers to large structural
parts principally for automotive producers. Customers include Volkswagen,
Daimler-Benz, BMW, Ford Europe, Opel and other major European automotive
producers and major European auto and industrial parts manufacturers such as
Bosch and the ZF Group. Additionally, their
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production of filters and bearings augments Sinter Metals' product offerings in
those markets. After the acquisitions, Sinter Metals will have over 3,000
employees.
Sinter Metals is engaged in the engineering and production of precision
pressed metal components for use principally in the automotive, lawn and garden,
power tool and home appliance industries. The acquisition adds 11 additional
production facilities to Sinter Metals' existing seven facilities. With the
acquisitions, the Company manufactures over 2,000 different pressed metal
components such as gears, bearings and sprockets, primarily for use in engines,
transmissions and other drive mechanisms.
The above statements contained in this release include forward looking
statements that involve a number of risks and uncertainties. Among the other
factors that could cause actual results to differ materially are the following:
business conditions in the automobile industry and in the general economy;
competitive factors, such as price pressures; and the risk factors that may be
listed from time to time in the Company's SEC reports.
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