SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): March 26, 1997
Champion Road Machinery Limited
(Exact Name of Registrant as Specified in Charter)
Canada 0-26042 561835751
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
160 Maitland Avenue, Gooderich, Ontario, Canada N7A-3Y6
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code
(519) 884-6000
N/A
(Former Name or Former Address, if Changed Since Last Report)
Item 1. Changes in Control of Registrant.
On March 26, 1997, Volvo Construction Equipment N.V.
("Volvo"), through its wholly owned subsidiary, VCE Acquisition Inc.
("Acquisition"), accepted for purchase and purchased 11,397,971 shares of
common stock , no par value per share (the "Common Stock"), of Champion
Road Machinery Limited (the "Company") that had been validly tendered and
not withdrawn pursuant to Acquisition's tender offer for all outstanding
shares of Common Stock at CDN $15.00 per share, net to the seller in cash
(the "Offer"). The Offer was made pursuant to an Acquisition Agreement,
dated as of February 20, 1997 (the "Agreement"), by and among the
Company, Volvo and Acquisition, a copy of which was previously filed with
the Securities and Exchange Commission (the "Commission") and is
incorporated by reference herein, which provided for, among other things,
the making of the Offer by Acquisition.
The shares purchased pursuant to the Offer constitute
approximately 98.8% of the 11,533,600 shares of Common Stock issued and
outstanding at the time of purchase.
The aggregate purchase price for the shares of Common
Stock to be purchased pursuant to the Offer was CDN $170,969,565.
Acquisition's source of funds to acquire the Shares was Volvo and its
subsidiaries. Volvo's source of funds for the acquisition was its
internal cash reserve.
In accordance with the terms of the Agreement, following
Acquisition's payment for the tendered shares of Common Stock, all of the
directors of the Company resigned and were replaced by Volvo's designees.
To the knowledge of the Company, there are no
arrangements, including any pledge by any person of securities of the
Company, the operation of which may at a subsequent date result in a
further change in control of the Company.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Acquisition Agreement, dated as of Febru-
ary 20, 1997, between Volvo Construction
Equipment N.V. and the Company
(previously filed as Exhibit 1 to the Company's
Schedule 14D-9, filed with the Commission on
February 24, 1997).
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.
April 3, 1997
CHAMPION ROAD MACHINERY LIMITED
By:/s/ Arthur F. Church
Arthur F. Church
President and Chief
Executive Officer
EXHIBIT INDEX
Exhibit No. Description Page No.
99.1 Acquisition Agreement, dated as --
of February 20, 1997, between
Volvo Construction Equipment
N.V. and the Company (previously
filed as Exhibit 1 to the
Company's Schedule 14D-9, filed
with the Commission on February
24, 1997).
