SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 14, 1998
FREEDOM CHEMICAL COMPANY
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 33-84778 51-0340498
(State or Other (Commission File (I.R.S. Employer
Jurisdiction Number) Identification No.)
of Incorporation or
Organization)
Five Radnor Corporate Center, 100 Matsonford Road, Suite 170,
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Radnor, Pennsylvania 19087
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (610)964-9970
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Item 5. Other Events
On January 14, 1998, Freedom Chemical Company and The BFGoodrich Company
announced that The BFGoodrich Company has entered into a definitive agreement
with the stockholders of Freedom Chemical to acquire that company for
approximately $375 million in cash. Freedom Chemical's majority stockholder is
Joseph Littlejohn & Levy ("JLL"), a private investment firm. The acquisition is
expected to be completed during the first quarter of 1998, subject to certain
regulatory filings and the completion of normal closing matters.
A copy of the press release issued by Freedom Chemical Company and The
BFGoodrich Company on January 14, 1998 is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
99.1 Press Release dated January 14, 1998
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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.
Freedom Chemical Company. Inc.
By: /s/ Dennis M. Monahan
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Dennis M. Monahan
VP, Finance and Control
January 27, 1998
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
99.1 Press Release dated January 14, 1998
<PAGE>
For further information:
The BFGoodrich Company
Media Contact; Rob Jewell (330) 659-7999
Investor Contact; John Atkinson (330) 659-7788
Freedom Chemical Company
Contact: Dennis M. Monahan (610) 964-3703
BF GOODRICH TO FURTHER EXPAND SPECIALTY CHEMICALS BUSINESSES
WITH ACQUISITION OF FREEDOM CHEMICAL COMPANY
RICHFIELD, Ohio, January 14 -- The BFGoodrich Company and Freedom
Chemical Company announced today that BFGoodrich has entered into a definitive
agreement with the stockholders of Freedom Chemical to acquire that company for
approximately $375 million in cash. Freedom Chemical's majority stockholder is
Joseph Littlejohn & Levy ("JLL"), a private investment firm. The acquisition is
expected to be completed during the first quarter of 1998, subject to certain
regulatory filings and the completion of normal closing matters.
Headquartered in Radnor, Pa., Freedom Chemical Company is leading global
manufacturer of specialty and fine chemicals that are sold to a variety of
customers who use them to enhance the performance of their finished products.
The company has leadership positions as a supplier of specialty chemical
additives used in personal care, food and beverage, pharmaceutical, textile,
graphic arts, paints, colorants and coatings applications and as chemical
intermediates.
Freedom Chemical Company had sales of about $300 million in 1997, of
which approximately 40 percent came from international markets. The company has
about 1,100 employees and office and manufacturing facilities at Charlotte,
N.C.; Cincinnati, Ohio; Kalama, Wash.; Cowpens, S.C.; Dewsbury, United Kingdom;
Munich and Raubling, Germany; and Madras and Baroda, India.
"This acquisition reflects our strategy of expanding our company in a
responsible and profitable manner as quickly and aggressively as possible," said
David L. Burner, BFGoodrich chairman and chief executive officer. "We are going
to continue to focus on the strategic actions necessary to build our aerospace
and specialty chemicals businesses in a way that will increase shareholder
value."
David B. Price, BFGoodrich executive vice president and president and
chief operating officer of BFGoodrich Specialty Chemicals, said: "The
acquisition of Freedom Chemical Company accelerates the growth of our specialty
chemicals businesses, both in strategic market segments and in geographical
areas outside North America. This key acquisition will increase the size of our
specialty chemicals businesses by approximately 30 percent; expand Goodrich's
already strong presence in industries such as personal care, pharmaceuticals and
textiles; and allow us to enter attractive new growth sectors for us such as
food and beverages."
Fred P, Rullo, chairman and chief executive officer of Freedom Chemical
Company, said, "There are significant synergies between Freedom's and
BFGoodrich's specialty chemicals businesses. Our business philosophy, direction
and objectives closely parallel each other. The future of the combined companies
is very exciting."
The purchase of Freedom Chemical Company, which is expected to be
non-dilutive to BFGoodrich earnings in 1998 and accretive thereafter, is the
eighth specialty chemicals acquisition by BFGoodrich in the past two years. In
December 1997, BFGoodrich completed the acquisition of C.H. Patrick & Co. More
recently, on January 5, the company announced that it had acquired additional
thermoplastic polyurethane production capacity at Shepton Mallet, England, from
ICI Polyurethanes.
Freedom Chemical Company consists of four wholly owned subsidiaries;
Kalama Chemical, Inc., Freedom Chemical Diamalt GmbH, Hilton Davis Chemical
Co. and Freedom Textile Chemicals Co.
Kalama, headquartered in Kalama, Wash., is the largest U, S. producer
of benzoic acid and benzaldehyde, used in the manufacture of preservatives,
flavors and fragrances. Kalama is also the largest U.S. manufacturer of sodium
and potassium benzoate, the world's most widely used diet soft drink
preservative.
Freedom Chemical Diamalt, based in Munich, Germany, produces
pharmaceutical intermediates and active ingredients for prescription
pharmaceuticals and over-the-counter products, and amino acids used in foods,
pet foods and personal care products. It also manufactures natural thickeners
and hydrocolloid gelling agents for the food, pet food, personal care and
textile industries.
Hilton Davis, headquartered in Cincinnati, Ohio, produces pigments and
colorants for use in paints, coatings, inks, carbonless copy dyes and technical
dyes. Hilton Davis is one of the largest domestic producers of FDA-approved
synthetic food colorants and produces pharmaceutical and cosmetic colors.
Freedom Textile Chemicals, based in Charlotte, N.C., manufactures and
sells a broad line of products for the textile, paper and leather industries.
Following the completion of the acquisition, Freedom Chemical Company
businesses will be integrated into existing BFGoodrich specialty additives
businesses. "This acquisition represents a very strong strategic fit with
existing BFGoodrich specialty additives businesses and creates opportunities for
substantial synergies that should, result in both growth opportunities and
significant cost savings," John A. Weaver, group vice president, Specialty
Additives & Group of BFGoodrich Specialty Chemicals, said.
BFGoodrich Specialty Chemicals is a leading manufacturer and supplier
of specialty additives and specialty plastics for a wide range of applications,
including textiles, coatings, personal care, pharmaceuticals, graphic arts,
industrial piping, plumbing and automotive.
In addition to producing specialty chemicals, The BFGoodrich Company is
a leading provider of aircraft systems and services. In December 1997 the
company completed a $1.3 billion merger with Rohr, Inc. Following the completion
of the acquisition of Freedom Chemical Company, sales for The BFGoodrich Company
in 1998 are expected to be about $4 billion.
Joseph Littlejohn & Levy is a recognized leader in corporate
restructuring and build-up investments that manages in excess of $1.6 billion of
equity capital. JLL makes investments across a broad range of industries
including automotive parts, healthcare, media, specialty chemicals, food
products and basic manufacturing.
January 14, 1998
