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): October 12, 1995
SPS TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
Pennsylvania 1-4416 23-1116110
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
101 Greenwood Avenue, Suite 470
Jenkintown, Pennsylvania 19046
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(215) 517-2000
<PAGE>2
SPS TECHNOLOGIES, INC. AND SUBSIDIARIES
Item 5. Other Events
The Company announced that it has made an offer to purchase
Hi-Shear Corporation, which represents substantially all of
the operating assets of Hi-Shear Industries Inc. (NYSE -
HSI), for $50 million subject to the signing of a definitive
purchase agreement.
Exhibits 20a and 20b are hereby incorporated by reference.
Item 7. Financial Statements, Pro Forma Information and Exhibits
Exhibits
20a Letter to the Chairman, President and Chief Executive
Officer of Hi-Shear Industries Inc. communicating the
Company's proposal to purchase Hi-Shear Corporation
20b Company news release concerning the offer to purchase
Hi-Shear Corporation
<PAGE>3
SPS TECHNOLOGIES, INC. AND SUBSIDIARIES
SIGNATURE
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, thereunto duly authorized.
SPS TECHNOLOGIES, INC.
(Registrant)
/s/ William M. Shockley
William M. Shockley
Vice President, Chief
Financial Officer and
Controller
Date: October 12, 1995
Mr. Shockley is signing on behalf of the registrant and as the
Chief Financial Officer of the registrant.
<PAGE>4
SPS TECHNOLOGIES, INC. AND SUBSIDIARIES
EXHIBIT INDEX
Exhibit 20a Letter to the Chairman, President and Chief
Executive Officer of Hi-Shear Industries Inc.
communicating the Company's proposal to pur-
chase Hi-Shear Corporation
20b Company news release concerning the offer
to purchase Hi-Shear Corporation
<PAGE>5
SPS Technologies Charles W. Grigg
Chairman and
Chief Executive Officer
October 12, 1995
Mr. David A. Wingate
Chairman, President and
Chief Executive Officer
Hi-Shear Industries Inc.
333 New Hyde Park Road
North Hills, NY 11042
Dear Mr. Wingate:
We were disappointed to learn that Hi-Shear Industries Inc. has
entered into an agreement to sell the stock of Hi-Shear Corporation ("HSC")
to GFI Industries S.A. ("GFI") for $46 million, notwithstanding our prior
communication to you that we would pay a higher price. Based on our prior
discussions with you and your advisors, and our review of HSC's business to
date, we have concluded that $46 million does not reflect the highest value
for this business. We remain convinced that a purchase of HSC by SPS
Technologies, Inc. ("SPS") would be a more favorable transaction for your
shareholders.
Consistent with the foregoing, SPS is prepared to pay $50 million
in cash to acquire the stock of HSC. The transaction would be completed
pursuant to the terms of a definitive purchase agreement to be approved by
our respective boards following our completion of due diligence and review
of disclosure schedules. We have reviewed your agreement with GFI as filed
with the SEC. We would anticipate that the purchase agreement between SPS
and Hi-Shear Industries Inc. would contain terms that are substantially
similar to the terms included in the GFI purchase agreement. We therefore
would expect to promptly execute a definitive agreement with you. As an
American buyer, our transaction would not be subject to Exon-Florio
approval.
We believe that the Board has an obligation to Hi-Shear's
shareholders to secure the highest price for HSC. We are confident that by
combining our respective businesses we will be able to achieve significant
economies and synergies that will benefit HSC's customers and revitalize
and enhance the HSC franchise. This enables us to offer an economically
superior transaction for Hi-Shear and its shareholders.
We assume that you will bring this letter to the attention of
your other directors. I am personally available any time by telephone, and
am ready to give this transaction my full attention. I look forward to
hearing from you.
Sincerely yours,
/s/Charles W. Grigg
Charles W. Grigg
<PAGE>6
SPS TECHNOLOGIES
For: Immediate Release
Contact: William M. Shockley
V.P., Chief Financial
Officer & Controller
(215) 517-2008
SPS ANNOUNCES OFFER FOR HI-SHEAR CORPORATION
JENKINTOWN, PA, October 12, 1995--SPS Technologies, Inc.
(NYSE - ST) announced today that it has made an offer to purchase
Hi-Shear Corporation, which represents substantially all of the
operating assets of Hi-Shear Industries Inc. (NYSE - HSI), for $50
million subject to the signing of a definitive purchase agreement.
Hi-Shear Corporation manufactures aerospace fasteners both
in the United States and the United Kingdom. SPS Technologies is a
global manufacturer of aerospace and industrial fasteners,
precision components, superalloys and magnetic materials.
# # #
