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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 2, 1998
Commission File Number: 0-26508
PURETEC CORPORATION
(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 2, 1998, PureTec Corporation issued the following
press release:
PureTec Corporation and Tekni-Plex, Inc. jointly announced today
that PureTec's primary operating subsidiary, Plastic Specialties and
Technologies ("PST") has commenced a tender offer for all of its 11.25% Senior
Secured Notes due 2003 (the "Notes"). PST is also soliciting the consent of
noteholders to amend certain covenants and other provisions of the Indenture and
the related collateral documents, and to waive certain obligations of PST under
this Indenture. J.P. Morgan & Co. is the Dealer Manager for the tender offer and
consent solicitation. MacKenzie Partners, Inc. is the Information Agent.
The tender price and consent payment, along with expiration
dates of the tender offer and consent solicitation and other details of the
tender offer are explained in the "Offer to Purchase and Consent Solicitation
Statement" that is being distributed today to noteholders. Basically, the price
for each $ 1,000 principal amount of Notes tendered will be established by a
formula based on the yield of the 5 3/4% U.S. Treasury Note due December 31,
1998 plus 100 basis points, minus $5 per $ 1,000 principal amount of Notes,
which is equal to the consent payment. The pricing formula assumes that the
Notes would otherwise be redeemed in full at a price of $1,056.25 per $ 1,000
principal amount of Notes on December 1, 1998, which is the earliest date that
the Notes may be redeemed at the option of the Company. The tender price will be
determined based on this formula on February 13, 1998, ten business days before
the tender offer is scheduled to expire on March 2, 1998. The tender price will
be payable to noteholders who validly tender and do not validly withdraw their
Notes prior to the expiration time. The consent solicitation will expire on the
later to occur of PST receiving a majority of consents from noteholders or
February 13, 1998, unless extended or terminated.
The tender offer and consent solicitation is being undertaken in
connection with the proposed merger of PureTec and a subsidiary of Tekni-Plex.
The acceptance 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.
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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 4, 1998
