DAY INTERNATIONAL GROUP INC
8-K, 1997-12-23
FABRICATED RUBBER PRODUCTS, NEC
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM 8-K
                       PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                               DECEMBER 18, 1997

                          COMMISSION FILE NO. 33-93644

                         DAY INTERNATIONAL GROUP, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

    Delaware                                            31-1436349
- ------------------------                     ---------------------------------
(State of Incorporation)                     (IRS Employer Identification No.)

                   333 West First Street, Dayton, Ohio 45402
                   -----------------------------------------
                    (Address of principal executive offices)

Registrant's telephone number, including area code:    (937) 224-4000

Item 5: Other Events

American Industrial Partners Capital Fund, L.P. and American Industrial Partners
Capital Fund II, L.P. announced today that they have entered into an agreement
with affiliates of Greenwich Street Capital Partners, Inc. and SG Capital
Partners to sell Day International Group, Inc., the parent of Day International,
Inc., to Greenwich Street and SG Capital. AIP expects the transaction
contemplated by the agreement to close on or before January 15, 1998. The
consummation of the transaction contemplated by the agreement is subject to
governmental approval under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, and other conditions customary for similar transactions.

     Day International, Inc. is one of the world's leading producers of
precision engineered rubber products, specializing in the design and
customization of components used by a broad customer base in the printing and
textile industries. Day's Image Transfer business is one of the world's largest
manufacturers and marketers of high-quality printing blankets and sleeves for
use in the offset printing industry and its Textile Products business
manufacturers and marketers precision engineered rubber cots, aprons and other
fabricated rubber

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components used by the world wide textile industry. Day International, Inc. is
headquartered in Dayton, Ohio and has three U.S. manufacturing facilities as
well as two international manufacturing facilities.

     Greenwich Street Capital Partners is a New York based private equity fund.
SG Capital Partners is a private equity fund sponsored by Societe Generale.
Societe Generale has committed to Greenwich Street and SG Capital to provide all
of the necessary financing for the acquisition.

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.


Date:     December 23, 1997            By:  /s/ David B. Freimuth
                                            ---------------------------
                                            David B. Freimuth
                                            Vice President and Chief Financial
                                            Officer (Principal Financial Officer
                                            and Principal Accounting Officer)

 


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