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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): February 13, 1998
Commission File Number: 0-26508
PURETEC CORPORATION
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(Exact name of Registrant as specified in its charter)
DELAWARE 22-3376449
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
65 Railroad Avenue, Ridgefield, New Jersey 07657
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(Address of principal executive offices)
Registrant's telephone number, including area code: (201)941-6550
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ITEM 5. OTHER EVENTS
On February 13, 1998, PureTec Corporation issued the following press
release:
New Jersey, February 13, 1998, 6:00 p.m. -- PureTec Corporation and
Tekni-Plex, Inc. jointly announced today that PureTec's primary operating
subsidiary, Plastic Specialties and Technologies, Inc. ("PS&T") has (i) received
the noteholder consents required to amend certain covenants and other provisions
of the Indenture and collateral documents related to its 11.25% Senior Secured
Notes due 2003 (the "Notes") and to waive certain of its obligations under the
Indenture pursuant to the combined consent solicitation and tender offer for the
Notes launched on February 2, 1998, and (ii) has executed a supplemental
indenture setting forth such amendments and such waiver. Under the terms of the
tender offer and consent solicitation, as of 6:00 p.m. today, the consent
solicitation expiration time has occurred.
PS&T's tender offer for the Notes remains open until 12:00 midnight,
New York time, on March 2, 1998, unless extended or terminated. As described in
the "Offer to Purchase and Consent Solicitation Statement" previously
distributed to noteholders, as amended by press release on February 11, 1998,
the tender offer price will be calculated based on the yield of the 5 3/4% U.S.
Treasury Note due December 31, 1998 as of 12:00 noon, New York City time, on
February 13, 1998, which was 5.35%. Assuming the payment date for the Notes is
March 6, 1998, the tender price for each $1,000 principal amount of Notes
tendered will be $1,085.14, and together with the consent payment, if
applicable, the total consideration will be $1,090.14, plus accrued interest to,
but not including, the payment date. The actual tender price and the total
consideration will vary in the event the payment date is not March 6, 1998.
The tender offer and consent solicitation have been undertaken in
connection with the proposed merger of PureTec and a subsidiary of Tekni-Plex.
The acceptance for purchase of Notes validly tendered in connection with the
tender offer is expected to occur concurrent with the closing of the merger. As
previously announced, a special meeting of PureTec's stockholders has been
scheduled for Wednesday, February 25, 1998 for the purpose of voting on the
merger. If approved by a majority of stockholders, the transaction is scheduled
to close during the first week of March.
Both PureTec and Tekni-Plex hold leading positions in a number of
related markets for plastic products and materials. These include medical and
pharmaceutical applications, and a wide variety of high value-added packaging
products.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
PURETEC CORPORATION
By: /s/ Thomas V. Gilboy
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Thomas V. Gilboy
Chief Financial Officer and Vice President
Dated: February 17, 1998
