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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): November 17, 1998
Universal Stainless & Alloy Products, Inc.
(Exact name of registrant as specified in charter)
Delaware 0-25032 25-1724540
(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification no.)
600 Mayer Street 15017
Bridgeville, Pennsylvania (Zip code)
(Address of principal executive offices)
Registrant's telephone number,
including area code: (412) 257-7600
Item 5. Other Events.
On November 17, 1998, Universal Stainless & Alloy Products, Inc. (the
"Company") announced that its letter of intent to acquire AL Tech Specialty
Steel Corporation ("AL Tech") had expired. AL Tech is a producer of finished
specialty steel products including bar, rod and wire, and is operating under the
protection of Chapter 11 of the federal bankruptcy code.
On November 25, 1998, the Company announced that a settlement has been
reached with its former insurance carrier regarding a claim related to the
six-week production halt of the Company's universal rolling mill in 1995. After
deducting all fees associated with the settlement of the claim, the Company will
receive $750,000 before tax, which will be recorded as a one-time gain in the
1998 fourth quarter.
The Company also announced that it will record charges related to due
diligence costs associated with its intent to acquire AL Tech. The Company will
recognize this and other non-recurring charges, which will total approximately
$550,000, in the 1998 fourth quarter. Net of these one-time costs, the pre-tax
gain from the settlement is anticipated to be approximately $200,000, or $0.02
per diluted share after tax.
Copies of the Company's press releases announcing these events are
attached hereto as Exhibits 99.01 and 99.02 and are incorporated by reference
herein in their entirety.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.01 Press Release of Universal Stainless & Alloy Products, Inc.
dated November 17, 1998.
99.02 Press Release of Universal Stainless & Alloy Products, Inc.
dated November 25, 1998.
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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 thereunto duly authorized.
UNIVERSAL STAINLESS & ALLOY
PRODUCTS, INC.
Date: November 25, 1998 By: /s/CLARENCE M. MCANINCH
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Name: Clarence M. McAninch
Title: President and Chief
Executive Officer
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EXHIBIT INDEX
EXHIBIT NO. DOCUMENT
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99.01 Press Release of Universal Stainless & Alloy
Products, Inc. dated November 17, 1998.
99.02 Press Release of Universal Stainless & Alloy
Products, Inc. dated November 25, 1998.
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NEWS RELEASE
FOR: UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
APPROVED BY: Clarence "Mac" McAninch
President & CEO
(412) 257-7600
FOR IMMEDIATE RELEASE
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CONTACT: Morgan-Walke Associates
June Filingeri, Eric Boyriven
Media Contact: Brian Maddox, Estelle Bieber
(212) 850-5600
UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
ACQUISITION LETTER OF INTENT EXPIRES
BRIDGEVILLE, PA, November 17, 1998 - Universal Stainless & Alloy
Products, Inc. (Nasdaq:USAP) announced today that its letter of intent to
acquire the assets of AL Tech Specialty Steel Corporation has expired. AL Tech,
headquartered in Dunkirk, New York, is a producer of finished specialty steel
products including bar, rod and wire and is operating under the protection of
Chapter 11 of the Federal Bankruptcy Code.
Mac McAninch, President and Chief Executive Officer of Universal
Stainless, stated, "The proposed alliance between Universal Stainless and AL
Tech would generate significant synergies. Our due diligence identified certain
issues that would require the Company to assume future liabilities in excess of
the amount that we were prepared to accept. Although our letter of intent has
expired, we would consider completing the transaction under the right
circumstances."
Universal Stainless & Alloy Products, Inc., headquartered in
Bridgeville, Pa., manufactures and markets semi-finished and finished specialty
steels, including stainless steel, tool steel and certain other alloyed steels.
The Company's products are sold to rerollers, forgers, service centers and
original equipment manufacturers, which primarily include the power generation
and aerospace industries.
Except for historical information contained herein, the statements
in this release are forward-looking statements that are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements involve known and unknown risks and uncertainties
which may cause the Company's actual results in future
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UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC. PAGE 2
ACQUISITION LETTER OF INTENT EXPIRES
periods to differ materially from forecasted results. Those risks include, among
others, risks associated with the receipt and timing of future customer orders,
risks associated with the manufacturing process and production yields and risks
related to plant and equipment additions and maintenance. Those and other risks
are described in the Company's filings with the Securities and Exchange
Commission (SEC) over the last 12 months, copies of which are available from the
SEC or may be obtained upon request from the Company.
# # #
EXHIBIT 99.02
NEWS RELEASE
FOR: UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
APPROVED BY: Clarence "Mac" McAninch
President & CEO
(412) 257-7600
FOR IMMEDIATE RELEASE
CONTACT: Morgan-Walke Associates
June Filingeri, Eric Boyriven
Media Contact: Brian Maddox, Estelle Bieber
(212) 850-5600
UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC. ANNOUNCES
INSURANCE CLAIM SETTLEMENT
BRIDGEVILLE, PA, November 25, 1998 - Universal Stainless &
Alloy Products, Inc. (Nasdaq:USAP) today announced that a settlement has been
reached with its former insurance carrier regarding a claim related to the
six-week production halt of the Company's universal rolling mill in 1995. After
deducting all fees associated with the settlement of the claim, the Company will
receive $750,000 before tax, which will be recorded as a one-time gain in the
1998 fourth quarter.
The Company also announced that it will record charges related to due
diligence costs associated with its intent to acquire AL Tech Specialty Steels,
Inc. The Company's letter of intent to acquire AL Tech expired on November 17,
1998, as previously announced. The Company will recognize this and other
non-recurring charges, which will total approximately $550,000, in the 1998
fourth quarter. Net of these one-time costs, the pre-tax gain from the
settlement is anticipated to be approximately $200,000, or $0.02 per diluted
share after tax.
Universal Stainless & Alloy Products, Inc., headquartered in Bridgeville,
Pa., manufactures and markets semi-finished and finished specialty steels,
including stainless steel, tool steel and certain other alloyed steels. The
Company's products are sold to rerollers, forgers, service centers and original
equipment manufacturers, which primarily include the power generation and
aerospace industries.
Except for historical information contained herein, the statements
in this release are forward-looking statements that are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements involve known
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UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC. PAGE 2
INSURANCE CLAIM SETTLEMENT
and unknown risks and uncertainties which may cause the Company's actual results
in future periods to differ materially from forecasted results. Those risks
include, among others, risks associated with the receipt and timing of future
customer orders, risks associated with the manufacturing process and production
yields and risks related to plant and equipment additions and maintenance. Those
and other risks are described in the Company's filings with the Securities and
Exchange Commission (SEC) over the last 12 months, copies of which are available
from the SEC or may be obtained upon request from the Company.
# # #