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 17, 1999
TRION, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 0-3108 25-0922753
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
101 McNeill Road, Sanford, North Carolina 27331-0760
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:
(919) 775-220
Item 5. Other Events.
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On March 17, 1999, Trion, Inc., a Pennsylvania corporation ("Trion" or the
"Company") announced that its Board of Directors had unamimously decided to
pursue strategic alternatives that include the possible sale of the Company.
In connection with this decision, the Company had retained Harris Williams &
Co. of Richmond, Virginia to advise the Company on related financial matters
and to coordinate all contact with the Company in this regard. In addition,
Trion announced that it had retained Smith, Helm, Mulliss & Moore, L.L.P. of
Charlotte, North Carolina as legal counsel to advise and assist the Company in
any proposed transactions.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) The following Exhibits are filed with or incorporated by reference as
part of this Current Report on Form 8-K:
Exhibit No. Description
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99.1 Press Release dated March 17, 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 hereunto duly authorized.
Dated: March 17, 1999 TRION, INC.
By:
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Calvin J. Monsma
Vice President and
Chief Financial Officer and
Corporate Secretary
EXHIBIT INDEX
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Exhibit No. Description
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99.1 Press Release dated March 17, 1999
Exhibit 99.1
TRION, INC. TO PURSUE STRATEGIC ALTERNATIVES
Sanford, N.C., March 17, 1999 /PRNewswire/ -- TRION, INC. (Nasdaq: TRON)
Trion, Inc. announced today that its Board of Directors has unanimously
decided to pursue strategic alternatives, including the possible sale of the
Company. The Board was encouraged by the Company's rebounding sales
performance in the fourth quarter of 1998 and by the operational improvements
made during 1998. These two factors strongly contributed to the Board's
optimistic outlook for 1999. The Company is in a strong position from which
to consider the various alternatives available to it.
Trion has retained Harris Williams & Co. of Richmond, Virginia to advise the
Company on financial matters in connection with its consideration and pursuit
of strategic alternatives. Harris Williams will coordinate all contact with
the Company concerning these alternatives. Trion has retained Smith, Helms,
Mulliss & Moore, L.L.P. of Charlotte, North Carolina as legal counsel to
advise and assist the Company in connection with any proposed transactions.
Steven L. Schneider, President and Chief Executive Officer, stated: "I am
very encouraged by our recent strong sales and by operational improvements
implemented. Few, if any, companies in our industry offer as broad a range of
products as Trion. Our recent added emphasis on commercial and industrial
equipment should help further strengthen operating results. Our 1999 outlook
is very positive and our financial position continues to be strong. We
recognize that our industry has been consolidating and will continue to
consolidate, and that there may be value added to Trion through an alliance.
Our state-of-the-art facilities and highly motivated workforce make Trion an
extremely attractive company for a potential partner or acquirer."
Trion, the indoor air quality leader since 1947, specializes in the design,
manufacture and sale of high performance air cleaning and filtration products.
The Company provides environmentally sound, clean air solutions for
microelectronics, industrial, commercial, medical and residential applications
utilizing electronic, HEPA, media and cartridge filter technologies.
Statements in this release concerning operating or financial results or other
statements regarding the Company's future performance or earnings are forward
looking statements. Such statements in this release are made pursuant to the
safe harbor provisions of the U.S. Private Securities Litigation Reform Act of
1995. Such forward looking statements involve risks, uncertainties and other
factors that may cause the actual results, performance or achievements of the
Company to be materially different form any future results, performance or
achievements expressed or implied by the statements found herein. These
factors include, among others, the following: general economic and business
conditions; success of operating initiatives; changes in business strategy or
plans; availability, terms and development of capital; and other factors
described in filings of the Company with the S.E.C. The Company undertakes no
obligation to publicly update or revise any forward looking statements,
whether as a result of new information, future events or otherwise.
