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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 21, 1999
TRANSPRO, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-13894 34-1807383
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
100 Gando Drive
New Haven, CT 06513
(Address of principal executive offices, including zip code)
(203) 401-6450
(Registrant's telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On October 21, 1999, TransPro, Inc. issued the press releases attached hereto as
Exhibits 99-1 and 99-2.
ITEM 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT 99.1-Press release dated October 21, 1999
EXHIBIT 99.2-Press release dated October 21, 1999
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 thereunto duly authorized.
TRANSPRO, INC.
DATED: October 22, 1999 BY: /s/ Timothy E. Coyne
-----------------------------------
Timothy E. Coyne
Vice President, Treasurer,
Secretary, Controller and Chief
Financial Officer
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EXHIBIT 99.1
FOR: TRANSPRO, INC.
CONTACT: Timothy E. Coyne
Vice President - Finance
(203) 401-6452
FOR IMMEDIATE RELEASE
Morgen-Walke Associates
Investor Relations:
GORDON MCCOUN, ERIC BOYRIVEN
Media Contact: Merridith Ingram
(212) 850-5600
TRANSPRO, INC. ANNOUNCES STRATEGIC REALIGNMENT TO FOCUS ON GROWTH
OF ITS AUTOMOTIVE AFTERMARKET BUSINESS
- WILL PURSUE ALTERNATIVES FOR NON-STRATEGIC BUSINESSES -
- WILL DEVELOP A NEW FACILITY FOR REMANUFACTURED COMPRESSORS -
- - JUST COMPLETED A NEW 6-MILLIMETER CONDENSER DESIGN AND NEW MANUFACTURING LINE
IN MEXICO -
NEW HAVEN, CONNECTICUT, October 21, 1999 -- TransPro, Inc. (NYSE:TPR)
today announced that it is strategically realigning its business to
significantly grow its presence in the automotive Aftermarket, particularly in
the market for air-conditioning parts. Key steps in this realignment include:
- - The pursuit of strategic alternatives for its Crown and G&O Divisions.
- - The development of a 223,000 square foot state-of-the-art manufacturing
facility for the re-manufacturing of automotive air-conditioning
compressors in the Dallas/Ft. Worth area.
- - The recent completion of a new 6-millimeter condenser design and new
manufacturing line in Mexico.
Henry P. McHale, President and Chief Executive Officer, said, "With
these initiatives, TransPro is reinforcing its commitment to become a premier
supplier of heating and cooling system products to the automotive Aftermarket.
We have grown this segment both internally and through acquisition to 1998
revenues of approximately $156 million, or two-thirds of TransPro's total
sales."
-MORE-
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TRANSPRO ANNOUNCES STRATEGIC REALIGNMENT PAGE 2
As a key component of its decision to focus its resources on the
automotive Aftermarket, the Company has decided to investigate and pursue
strategic alternatives for its Crown specialty metal fabrication and its G&O
heat transfer systems businesses. In 1998, these businesses generated aggregate
sales of approximately $83.7 million. The Company has retained Goldsmith Agio
Helms, one of the nation's leading private investment banks specializing in
middle market merger and acquisition transactions, to evaluate available options
to TransPro and assist the Company with their implementation.
Mr. McHale continued, "Having a competitive compressor product line is
the linchpin for TransPro to strengthen its entry into the $600 million
automotive air-conditioning Aftermarket, one-half of which is sales of air
conditioning compressors, and to allow us to sell a full range of complementary
products. While we have increased sales of our compressors and air-conditioning
parts through the acquisitions of EVAP, Inc. in 1998 and A/C Plus, Inc. in 1999,
we need to further enhance our in-house air-conditioning compressor volume in
order to cement our role as a key supplier to this market. When our new $5
million facility in Dallas/Ft. Worth becomes operational at mid-year 2000, it
will allow us to provide customers with low-cost, high-quality compressors. It
is, therefore, a cornerstone of this strategy."
TransPro also announced that it has recently completed a new design of
a family of 6-millimeter automotive air-conditioning condensers and has
installed a new manufacturing line for these all aluminum condensers at its
Nuevo Laredo, Mexico facility. The 6-millimeter condenser is a lightweight,
low-cost, efficient design that fits most domestic applications. This plant will
make TransPro the low-cost producer within the $60 million independent
Aftermarket for this product and will supply the majority of GDI's condensers to
the Aftermarket in 2000.
Mr. McHale added, "In TransPro's position as a premier supplier of
heaters and radiators to many of the nation's leading traditional
warehouse/distributors and retailers, we have received strong indications that
continued expansion by TransPro into the air-conditioning Aftermarket would be
received favorably. We therefore believe that there will be significant demand
for our air-conditioning products."
- MORE -
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TRANSPRO ANNOUNCES STRATEGIC REALIGNMENT PAGE 3
Mr. McHale concluded, "In analyzing strategic alternatives for G&O and
Crown, we are working to further align our management and financial resources
behind our primary Aftermarket products business line. We believe this exclusive
focus will raise the overall returns on our corporate assets for the benefit of
TransPro's shareholders."
TransPro, Inc. is a manufacturer and supplier of heat transfer and cooling
components and systems, and specialty fabricated metal products for a variety of
Aftermarket and OEM automotive, truck and industrial applications, and performs
vehicle conversions.
FORWARD-LOOKING STATEMENTS
Statements included in this news release which are not historical in
nature are forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. The
Company's Annual Report on Form 10-K contains certain detailed factors that
could cause the Company's actual results to materially differ from
forward-looking statements made by the Company. In particular, statements
relating to the future financial performance of the Company are subject to
business conditions and growth in the general economy and automotive and truck
business, the impact of competitive products and pricing, changes in customer
product mix, failure to obtain new customers or retain old customers or changes
in the financial stability of customers, changes in the cost of raw materials,
components or finished products and changes in interest rates. Statements
regarding the compressor re-manufacturing and six-millimeter condenser
production facilities are subject to numerous factors, including but not limited
to, securing additional customer orders, the assembly of the required workforce,
the number and duration of start-up issues and the ramp-up of operations.
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EXHIBIT 99-2
FOR: THE CROWN DIVISIONS OF
TRANSPRO, INC.
CONTACT: Michael T. Hooper
President
(330) 262-6010
FOR IMMEDIATE RELEASE
Innis Maggiore Group
Tom Delamater
(330) 492-5500
[email protected]
CROWN ANTICIPATES CONTINUED GROWTH, STRONG CAPITALIZATION
FROM TRANSPRO DECISION TO EXPLORE INVESTOR/ACQUISITION
ALTERNATIVES
WOOSTER, OHIO, October 21, 1999 -- Crown Divisions officials believe
that the decision by its parent company, TransPro, Inc., to explore strategic
alternatives for Crown will sharpen the company's focus and open up new growth
opportunities.
TransPro announced today its decision to focus its resources on the
company's presence in the automotive aftermarket. As part of that strategy, the
company said it will "investigate and pursue strategic alternatives" for Crown,
a leading North American supplier of vehicle upfitting systems and fabricated
metal enclosures.
"Our dramatic growth over the past three years has provided TransPro
with the kind of dilemma you like to have," said Michael Hooper, president of
Crown Divisions. "Our revenues have doubled in that time, and as TransPro seeks
to narrow and sharpen its focus as a company, it is understandable that they
would see this as the appropriate time to seek new investors for our
operations."
According to Hooper, there are no apparent negatives to TransPro's
decision. "Crown is operating from a position of strength, in that markets are
healthy and sales are growing," he said. "If TransPro's plans materialize as we
expect, Crown will be in a better position to focus our capital resources on our
core businesses."
Hooper also believes that Crown is poised for additional growth in the
next several years. "TransPro's decision is visionary not only for them but for
Crown as well." he said. "We expect
- MORE -
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CROWN ANTICIPATES CONTINUED GROWTH PAGE 2
to successfully explore all growth opportunities, including the possibility of
growth by acquisition. The prospects are very exciting."
Company officials do not anticipate any noticeable impact on employees,
customers or suppliers. "The options being explored by TransPro should only
translate into good news for Crown," said Hooper. "It should be 'business as
usual' for the foreseeable future."
Crown employs more than 525 people at six locations and its sales were
nearly $50 million in 1998. Crown is a division of TransPro, Inc. (NYSE:TPR) of
New Haven, Conn.
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