<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 26, 1998
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
<PAGE> 2
Item 5. Other Events
On May 26, 1998, Chase Industries Inc., a Delaware corporation (the
"Company"), filed with the Delaware Secretary of State a Certificate of Second
Amendment (the "Amendment") to the Company's Restated Certificate of
Incorporation, as amended, increasing the Company's authorized shares of voting
common stock from 25 million to 36.31 million and nonvoting common stock from 5
million to 12.3 million. The amendment also effected a three-for-two split of
the outstanding shares of voting common stock and nonvoting common stock for
holders of record as of June 6, 1998. The Second Amendment was approved by the
stockholders of the Company at its 1998 Annual Meeting of Stockholders held on
May 26, 1998.
The board of directors of the Company declared the stock split,
subject to shareholder approval of the increase in authorized shares, to
increase the number of shares of common stock outstanding, reduce the trading
price of the common stock to a level that makes it more affordable to a broader
range of investors and increase the trading volume of the common stock.
Because the Company did not have sufficient authorized but unissued shares of
nonvoting common stock to effect the three-for-two stock split, the stock split
was subject to stockholder approval of the Amendment to increase the authorized
capital stock. The record date for the stock split will be June 6, 1998, and
the certificates evidencing additional shares issuable as a result of the stock
split will be distributed on or about June 26, 1998. In the event the number of
shares of common stock issuable to a stockholder as a result of the stock split
includes a fraction of a share, such stockholder will receive, in lieu of such
fractional share, an amount of cash, without interest thereon, determined by
multiplying (i) the closing sale price per share of the common stock as reported
on the New York Stock Exchange on the last trading date prior to the June 6,
1998, record date by (ii) thirty-three and one-third percent (33 1/3%). A copy
of the Certificate of Second Amendment is attached hereto as Exhibit 3.2.
On May 26, 1998, the Company issued a press release announcing the
Amendment and the stock split. A copy of this press release is attached hereto
as Exhibit 99.1.
Item 7. Financial Statements and Exhibits
(C) EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
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), as amended by the
Certificate of First Amendment to the Company's Restated Certificate of
Incorporation (incorporated by reference to
</TABLE>
-2-
<PAGE> 3
<TABLE>
<S> <C>
Exhibit 3.2 to the Company's Current Report on Form 8-K dated May 14, 1997).
3.2 Certificate of Second Amendment of the Restated Certificate of Incorporation
of the Company filed with the State of Delaware on May 26, 1998.
99.1 Press Release of the Company dated May 26, 1998.
</TABLE>
-3-
<PAGE> 4
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 26, 1998.
CHASE INDUSTRIES INC.
By: /s/ MARTIN V. ALONZO
-------------------------------
Martin V. Alonzo
President and Chief
Executive Officer
-4-
<PAGE> 5
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Sequentially
No. Description of Exhibits Numbered Pages
--- ----------------------- --------------
<S> <C>
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), as
amended by the Certificate of First Amendment to the
Company's Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.2 to the
Company's Current Report on Form 8-K dated May 14,
1997)
3.2 Certificate of Second Amendment of the Restated
Certificate of Incorporation of the Company filed
with the State of Delaware on May 26, 1998
99.1 Press Release of the Company dated May 26, 1998
</TABLE>
<PAGE> 1
EXHIBIT 3.2
CERTIFICATE OF SECOND AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
CHASE INDUSTRIES INC.
May 26, 1998
(Pursuant to Section 242 of the General Corporation Law
of the State of Delaware)
Chase Industries Inc. (the "COMPANY"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (the "GCL"), does certify as follows:
FIRST: That Section 4.1 of Article Fourth of the Restated Certificate
of Incorporation of the Company (the "CERTIFICATE") be, and hereby is, amended
so as to read in its entirety as set forth on Exhibit A attached hereto and
incorporated herein by reference.
SECOND: That the Board of Directors of the Company have adopted
resolutions effecting a three-for-two stock split that results in an increase
in the outstanding shares of common stock and non-voting common stock of the
Company in the following manner:
Effective as of June 6, 1998 (the "RECORD DATE"),
(i) every share of common stock, par value $.01
per share (the "VOTING COMMON STOCK"), of the Company
authorized and outstanding as of the Record Date automatically
shall be converted into, and deemed for all purposes to be,
1.5 shares of Common Stock,
(ii) every share of nonvoting common stock, par
value $.01 per share, of the Company authorized and
outstanding as of the Record Date (the "NONVOTING COMMON
STOCK" and, together with the Voting Common Stock, the "COMMON
STOCK") automatically shall be converted into, and deemed for
all purposes to be, 1.5 shares of Nonvoting Common Stock,
and written notice shall forthwith be given by the Secretary of the
Company to the record holders of the outstanding shares of Common
Stock as provided by applicable law. In the event the number of
shares of Common Stock issuable to a record holder as a result of the
stock split includes a fraction of a share, such record holder shall
receive, in lieu of such fractional share, an amount of cash, without
interest thereon, determined by multiplying (i) the closing sale price
per share of the
<PAGE> 2
Voting Common Stock as reported on the New York Stock Exchange on June
5, 1998, (or, if no shares of Voting Common Stock are traded on the
New York Stock Exchange on June 5, 1998, the closing sale price per
share of the Voting Common Stock as reported on the New York Stock
Exchange on the next preceding date on which shares of Voting Common
Stock are traded on the New York Stock Exchange) by (ii) thirty- three
and one third percent (33 1/3%), rounded to the nearest whole cent.
THIRD: That the amendment to the Certificate as set forth herein was
duly adopted by the Board of Directors of the Company in accordance with the
provisions of Section 242 of the GCL.
FOURTH: That the amendment to the Certificate as set forth herein was
approved by written consent of the sole holder of the Nonvoting Common Stock,
voting separately as a class, and duly adopted by a majority of holders of the
Voting Common Stock of the Company, voting separately as a class at the
Company's 1998 annual meeting of stockholders.
IN WITNESS WHEREOF, Chase Industries Inc. has caused this Certificate
of Second Amendment to be signed by its Chief Executive Officer and attested to
by its Secretary this 26th day of May, 1998.
CHASE INDUSTRIES INC.
By: /S/Martin V. Alonzo
---------------------------------
Martin V. Alonzo
Chief Executive Officer
Attest:
/S/Michael T. Segraves
- -----------------------------------
Michael T. Segraves
Secretary
2
<PAGE> 3
EXHIBIT A
to
Certificate of Second Amendment of
Restated Certificate of Incorporation
of
Chase Industries Inc.
"4.1 Authorized Shares.
The total number of shares of all classes of stock that the
corporation shall have authority to issue is forty- nine million six hundred
ten thousand (49,610,000) shares of capital stock, classified as follows:
(i) One million (1,000,000) shares of preferred stock, par value
$.01 per share ("Preferred Stock");
(ii) Thirty-six million three hundred ten thousand (36,310,000)
shares of common stock, par value $.01 per share ("Common
Stock"); and
(iii) Twelve million three hundred thousand (12,300,000) shares of
non-voting common stock, par value $.01 per share ("Non-Voting
Common Stock").
The Common Stock and Non-Voting Common Stock hereinafter referred to
collectively as the "Authorized Common Stock."
The designations and the powers, preferences, rights, qualifications,
limitations, and restrictions of the Preferred Stock and the Authorized Common
Stock are set forth in Section 4.2 and 4.3, respectively, of this Article
FOURTH. Certain general provisions are set forth in Section 4.4 of this
Article FOURTH."
3
<PAGE> 1
[CHASE INDUSTRIES INC. LETTERHEAD]
FOR IMMEDIATE RELEASE
TUESDAY, MAY 26, 1998
CHASE INDUSTRIES DECLARES 3-FOR-2 STOCK SPLIT
MONTPELIER, OHIO, MAY 26, 1998--CHASE INDUSTRIES INC. (NYSE: CSI) today
announced that it had received shareholder approval of an increase in the
Company's authorized shares necessary to effect a three-for-two stock split,
which will be effective for shareholders of record as of June 6, 1998. As a
result of the stock split, the company's issued shares will increase from
approximately 10 million to 15 million shares.
Martin V. Alonzo, chairman, president and chief executive officer, said, "We
believe the increase in the number of shares outstanding will improve our
float, make the stock even more attractive to potential investors and
ultimately increase shareholder value."
Fractional shares resulting from the stock split will be paid in cash, without
interest, in an amount equal to one-third the closing sale price per share of
the common stock as reported on the New York Stock Exchange on the last trading
date prior to the June 6, 1998, record date. The mail date for new stock
certificates and the payment date for fractional shares is scheduled for June
26, 1998.
Chase Industries, through its wholly owned subsidiaries Chase Brass & Copper
Company and Leavitt Tube Company, is a leading manufacturer of free-machining
and forging brass rod and structural and mechanical steel tubing.
-MORE-
<PAGE> 2
CHASE INDUSTRIES INC.
ADD -1-
Chase Brass and Copper Company, employing more than 300 people at its
Montpelier, OH, 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, Ill., 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, lawn-care products, storage racks,
exercise equipment, bicycles and machine tools.
Chase Industries is traded on the New York Stock Exchange under the symbol CSI.
FOR MORE INFORMATION ABOUT CHASE INDUSTRIES INC., FREE OF CHARGE VIA FAX,
DIAL 1-800-PRO-INFO AND USE TICKER SYMBOL CSI.
-30-
