<PAGE> 1
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): MAY 14, 1997
CHASE INDUSTRIES INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 1-13394 51-0328047
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
14212 COUNTY ROAD M-50
MONTPELIER, OHIO 43543
(Address of principle executive offices) (Zip Code)
Registrant's telephone number, including area code: (419) 485-3193
CHASE BRASS INDUSTRIES, INC.
(Former name or former address, if changed since last report)
<PAGE> 2
Item 5. Other Events
On May 14, 1997, Chase Brass Industries, Inc., a Delaware corporation
(the "Company"), filed with the Delaware Secretary of State a Certificate of
Amendment to the Company's Restated Certificate of Incorporation changing the
Company's name from "Chase Brass Industries, Inc." to "Chase Industries Inc."
The Certificate of Amendment to the Company's Restated Certificate of
Incorporation was approved by the stockholders of the Company at its 1997
Annual Meeting of Stockholders held the morning of May 14, 1997. The board of
directors of the Company proposed the name change to its stockholders because
the board of directors believes that the name change will preserve the name
recognition of "Chase," while better reflecting the Company's intent to broaden
its operations from primarily a brass rod manufacturer to an engineered
materials company engaged in a broader base of industries. A copy of the
Certificate of Amendment is attached hereto as Exhibit 3.2.
On May 14, 1997, the Company issued a press release announcing the
name change. A copy of this press release is attached hereto as Exhibit 99.1.
Item 7. Financial Statements and Exhibits
(C) EXHIBITS
Exhibit No. Description
----------- -----------
3.1 Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-8 dated December 9, 1994,
Registration No. 33-87278)
3.2 Certificate of Amendment to the Company's Restated
Certificate of Incorporation filed with the State of Delaware
on May 14, 1997
99.1 Press Release of the Company dated May 14, 1997
- 2 -
<PAGE> 3
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.
Dated: May 14, 1997
Chase Industries Inc.
(f/k/a Chase Brass Industries, Inc.)
By: /s/ Martin V. Alonzo
----------------------------
Martin V. Alonzo
President and Chief Executive Officer
- 3 -
<PAGE> 4
INDEX TO EXHIBITS
Exhibit Sequentially
No. Description of Exhibits Numbered Pages
- ------- ----------------------- --------------
3.1 Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement on Form S-8
dated December 9, 1994, Registration No. 33-87278)
3.2 Certificate of Amendment to the Company's Restated
Certificate of Incorporation filed with the
State of Delaware on May 14, 1997
99.1 Press Release of the Company dated May 14, 1997
<PAGE> 1
EXHIBIT 3.2
CERTIFICATE OF FIRST AMENDMENT
OF THE
RESTATED CERTIFICATE OF INCORPORATION
AFTER RECEIPT OF PAYMENT FOR STOCK
OF
CHASE BRASS INDUSTRIES, INC.
(Pursuant to Section 242 of the General Corporation
Law of the State of Delaware)
Chase Brass Industries, Inc. (the "Corporation"), a corporation
organized and existing under and by virtue of the Delaware General Corporation
Law ("DGCL"), does hereby certify:
FIRST: That Article FIRST of the Restated Certificate of
Incorporation of the Corporation (the "Restated Certificate") be, and hereby
is, amended to read in its entirety as follows:
"FIRST: The name of the Corporation is Chase Industries Inc."
SECOND: That the amendment to Article FIRST of the Restated
Certificate as set forth above was duly adopted by the Board of Directors of
the Corporation in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.
THIRD: That the amendment to Article FIRST of the Restated
Certificate as set forth above was duly adopted by the holders of a majority of
the outstanding shares of common stock entitled to vote thereon in accordance
with the applicable provisions of Sections 242 and 222 of the General
Corporation Law of the State of Delaware by written ballot taken at a duly
called annual meeting of the Corporation's stockholders.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by Michael T. Segraves, its Vice President and Secretary, this 14th day
of May, 1997.
Chase Brass Industries, Inc.
By: /s/ Michael T. Segraves
------------------------------
Michael T. Segraves
Vice President and Secretary
Acknowledged:
By: /s/ Todd A. Slater
------------------------------
Todd A. Slater
Assistant Secretary
<PAGE> 1
EXHIBIT 99.1
[CHASE INDUSTRIES INC. LETTERHEAD]
NEWS BULLETIN FROM FRB
AT THE COMPANY: AT THE FINANCIAL RELATIONS BOARD:
MIKE SEGRAVES GENERAL MEDIA ANALYST
CHIEF FINANCIAL OFFICER KARL PLATH BESS GALLANIS BILL SCHMIDLE
(419) 485-3193 (312) 640-6738 (312) 640-6737 (312) 640-6753
FOR IMMEDIATE RELEASE
THURSDAY, MAY 15, 1997
CHASE BRASS INDUSTRIES CHANGES ITS NAME TO CHASE INDUSTRIES
MONTPELIER, OHIO, MAY 15, 1997 -- CHASE BRASS INDUSTRIES, INC. (NYSE: CSI)
today announced that it has legally changed its name to CHASE INDUSTRIES INC.
The name change was approved by the board of directors and shareholders at the
Company's annual meeting held Wednesday in New York City. The Company's New
York Stock Exchange symbol remains "CSI".
"The name change is important to better describe the greater diversity of our
business and our vision for the future," said Martin V. Alonzo, chairman,
president and chief executive officer. With the acquisition of Leavitt Tube
Company in August 1996, the Company has expanded its product line to include
structural and mechanical steel tubing in addition to brass rod.
"At the same time, we are retaining the Chase name, which over the years has
become synonymous with service and quality. This small modification of our name
eliminates any possible confusion between the parent corporation and our brass
rod subsidiary, Chase Brass & Copper Company," said Alonzo.
-MORE-
<PAGE> 2
CHASE BRASS INDUSTRIES
ADD -1-
Chase Industries, through its wholly owned subsidiaries Chase Brass & Copper
Company, Inc. and Leavitt Tube Company, Inc., is a leading manufacturer of
free-machining and forging brass rod and structural and mechanical steel tubing.
Chase Brass and Copper Company, employing more than 300 people at its
Montpelier, Ohio, plant, is an ISO 9002 certified manufacturer and supplier of
free-machining and forging brass rod in the United States and Canada. Its
diverse customer base of more than 250 companies uses Chase's "Blue Dot"
trademark rod to produce a variety of products, such as plumbing fixtures,
heating and air conditioning components, industrial valves, automotive parts,
and numerous hardware components.
Leavitt Tube Company is a leading producer of structural and mechanical steel
tubing with plants in Chicago, Hammond, Ind., and Jackson, Miss., employing a
total of more than 400 people. Leavitt's structural steel tubing is used in
farm equipment, non-residential construction and other structural applications.
The mechanical steel tubing is used in a broad range of consumer and commercial
products, including furniture and fixtures, lawncare products, storage racks,
exercise equipment, bicycles and machine tools.
Chase Industries is traded on the New York Stock Exchange under the symbol CSI.
-30-
FOR MORE INFORMATION ABOUT CHASE INDUSTRIES, INC., FREE OF CHARGE VIA FAX, DIAL
1-800-PRO-INFO AND USE COMPANY CODE "CSI".
