SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
November 19, 1998
(Date of Report, date of earliest event reported)
COMPX INTERNATIONAL INC.
(Exact name of Registrant as specified in its charter)
Delaware 1-13905 57-0981653
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
200 Old Mill Road, Mauldin, South Carolina 29662
(Address of principal executive offices) (Zip Code)
(864) 297-6655
(Registrant's telephone number, including area code)
(Former name or address, if changed since last report)
Item 5: Other Events
On November 19, 1998, the registrant, CompX International Inc., issued the
press release attached hereto as Exhibit 99.1, which is incorporated herein by
reference.
Item 7: Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibit
Item No. Exhibit Index
---------- ------------------------------------------
99.1 Press release dated November 19, 1998 issued by CompX
International Inc.
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.
COMPX INTERNATIONAL INC.
(Registrant)
By: /s/ Bobby D. O'Brien
-----------------------------
Bobby D. O'Brien,
Vice President and Treasurer
Date: November 19, 1998
PRESS RELEASE
FOR IMMEDIATE RELEASE: CONTACT:
CompX International Inc. Joseph S. Compofelice
200 Old Mill Road Chief Executive Officer
Mauldin, South Carolina 29664 Tel. 281.423.3303
COMPX ANNOUNCES TWO ACQUISITIONS
MAULDIN, SOUTH CAROLINA ... November 19, 1998 ... CompX International Inc.
(NYSE: CIX) announced it has signed a Letter of Intent to acquire Thomas Regout
Holdings NV, a producer of precision ball bearing slides and has acquired
Timberline Lock, Ltd., a supplier of mechanical locks to the office furniture
industry.
Thomas Regout, a privately held company headquartered in The Netherlands,
is the largest European producer of precision slides for the office products
industry and a significant producer in the United States. Thomas Regout
precision slide products represent a complementary product offering to the
Company's Waterloo slide product line. Thomas Regout has been in the precision
ball bearing slide business since the 1950's and has built the number one
position in Europe based on producing slide products generally recognized as the
top of the line. Thomas Regout operates its principal plant in Maastricht, The
Netherlands. In 1992 Thomas Regout opened a second plant in Grand Rapids,
Michigan which in 1998 accounts for about 29% of the sales of the company. For
its fiscal year ended June 30,1998, Thomas Regout had sales of approximately $59
million, EBITDA of approximately $8.9 million and net income of approximately
$3.4 million.
CompX will offer to acquire all of the outstanding stock from Thomas
Regout's 65 shareholders for approximately $53 million (100 million Guilders) in
cash. The Letter of Intent is subject to completion of due diligence, approval
of the shareholders of Thomas Regout, customary regulatory approval and other
conditions. The closing is expected to occur in January 1999.
Timberline was acquired for approximately $7.9 million in cash on November
18, 1998. Timberline, based near Chicago, Illinois, supplies mechanical locks
for wood furniture applications.
Joseph S. Compofelice, Chairman and CEO of CompX, said, "These are
significant acquisitions for us. The opportunity to significantly expand our
participating markets by acquiring the largest office furniture slide producer
in Europe will strengthen our position across the entire customer spectrum and
will position us well to expand further into the non-office furniture slide
applications. Timberline is the lock of choice in the wood furniture business
and will be a complementary product offering to the Company's National Cabinet
Lock and Fort Lock products. We expect these acquisitions to be substantially
accretive to 1999 earnings per share."
Mr. Compofelice further added, "The acquisition of Thomas Regout will give
CompX a significant infrastructure to begin marketing our existing line of
ergonomic products in Europe through the Thomas Regout sales force and under the
established Thomas Regout brand name. Without the operating and distribution
base of Thomas Regout, it would be difficult for us to enter the European market
for ergonomic products."
The transactions will be financed by $45 million in available cash and $18
million of debt, under the Company's existing $100 million long-term credit
agreement. At current interest rates, the debt outstanding under the credit
agreement will bear interest at 18 basis points over LIBOR, or approximately
5.6%. Upon completion of the acquisitions, the Company's debt to total book
capitalization is expected to be a very conservative 10% to 15%.
CompX is a leading manufacturer of ergonomic computer support systems,
precision ball bearing slides and locking systems.
Statements in this release relating to matters that are not historical
facts are forward-looking statements that involve risks and uncertainties,
including, but not limited to, general economic and political conditions, demand
for office furniture, service industry employment levels, competitive products
and prices and other risks and uncertainties detailed in the Company's
Securities and Exchange Commission filings. Actual results could differ
materially from those forecast or expected. The Company assumes no duty to
publicly update such statements.
NOTE: Joseph S. Compofelice, Chairman & CEO of CompX, will host a
conference call to discuss this announcement at 9:00 AM Eastern Standard Time,
on Friday, November 20, 1998. To access the call, please dial 800.553.0326
(domestic callers) and 612.332.0932 (international callers) and use access code
415897. A taped replay of the call will be available until 11:59 PM Eastern
Standard Time on November 27, 1998, by dialing 800.475.6701 (domestic callers)
and 320.365.3844 (international callers) using the above access code.
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