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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) MARCH 4, 1997
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TRANSMATION, INC.
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(Exact name of registrant as specified in its charter)
OHIO 0-3905 16-0874418
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
10 VANTAGE POINT DRIVE, ROCHESTER, NEW YORK 14624
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (716) 352-7777
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
On March 4, 1997, the Registrant issued the following press release:
TRANSMATION, INC. ANNOUNCES AGREEMENT TO ACQUIRE SALES
AND SERVICE DIVISIONS OF E.I.L. INSTRUMENTS, INC. FOR APPROXI-
MATELY $22 MILLION
ACQUISITION WOULD BRING TRANSMATION'S ANNUALIZED SALES VOLUME TO
APPROXIMATELY $100 MILLION
ROCHESTER, NY.....March 4, 1997.....Transmation, Inc. (NASDAQ National
Market:TRNS) announced today that it has signed a definitive purchase
agreement to acquire certain assets of E.I.L. Instruments, Inc., a
privately held corporation headquartered in Baltimore, Maryland. The
acquisition purchase price of approximately $22,000,000 would be
financed entirely with senior bank debt. Assets to be acquired are the
sales and service division of E.I.L., which comprises its test and
measurement equipment distribution business, its repair and calibration
business and its value added and meter modification business. The
definitive agreement is subject to various conditions, including
satisfactory completion of due diligence by Transmation and its lender.
Assuming satisfaction of all conditions, the acquisition is expected to
be finalized in the early part of April 1997.
The acquisition of E.I.L., a $44,000,000 business-to-business
distributor of industrial products and calibration and repair services,
would bring Transmation's total annual sales volume to nearly
$100,000,000 and establish the company as a major participant in the
distribution, service and manufacture of test, measurement and
calibration instrumentation.
"In the past, E.I.L. aggressively competed in several major market areas
with Transmation's Transcat Division," said Mr. Robert G. Klimasewski,
President. "We are looking forward to integrating the E.I.L. product
distribution business within Transcat and taking advantage of the 15
service locations and large customer base which E.I.L. has in the U.S.
and Canada." "Also important," said Mr. Klimasewski, "E.I.L. has many
very capable employees who would make significant contributions to the
newly combined businesses and further enhance the acquisition."
The release contains forward looking statements which are subject to
various risks and uncertainties. The company's actual results could
differ from those anticipated in such forward looking statements as a
result of numerous factors which may be beyond the company's control.
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Transmation, Inc. is a leading business-to-business distributor
(primarily through catalogs), servicer and manufacturer of test,
measurement and calibration instrumentation used in the monitoring and
maintenance of industrial processes.
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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.
TRANSMATION, INC.
Date: March 6, 1997 By: /s/ John A. Misiaszek
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John A. Misiaszek
Vice President - Finance
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INDEX TO EXHIBITS
(1) UNDERWRITING AGREEMENT
Not Applicable.
(2) PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR
SUCCESSION
Not Applicable.
(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING
INDENTURES
Not Applicable.
(16) LETTER RE CHANGE IN CERTIFYING ACCOUNTANT
Not Applicable.
(17) LETTER RE DIRECTOR RESIGNATION
Not Applicable.
(21) OTHER DOCUMENTS OR STATEMENTS TO SECURITY HOLDERS
Not Applicable.
(24) CONSENTS OF EXPERTS AND COUNSEL
Not Applicable.
(25) POWER OF ATTORNEY
Not Applicable.
(27) FINANCIAL DATA SCHEDULE
Not Applicable.
(99) ADDITIONAL EXHIBITS
None.
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