UNITED STATES
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
Date of Report (Date of earliest event reported) February 2, 2010 (January 29, 2010)
GIBRALTAR INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation )
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0-22462
(Commission File Number)
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16-1445150
(IRS Employer
Identification No.) |
3556 Lake Shore Road
P.O. Box 2028
Buffalo, New York 14219-0228
(Address of principal executive offices) (Zip Code)
(716) 826-6500
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 1.01 |
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Entry into a Material Definite Agreement |
and
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| Item 2.01 |
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Completion of Acquisition or Disposition of Assets |
On January 29, 2010, Gibraltar Industries, Inc., a Delaware corporation (the “Company”) and its
subsidiaries engaged in the precision processing of cold-rolled strip steel, Gibraltar Steel
Corporation of Gibraltar, a New York corporation, and Gibraltar Strip Steel, Inc., a Delaware
corporation, (collectively with the Company, the “Seller”) entered into an Asset Purchase Agreement
(the “Agreement”) with The Worthington Steel Company, LLC, an Ohio limited liability company (the
“Purchaser”) and The Worthington Steel Company Inc., an Ohio corporation (an affiliate of the
Purchaser). On February 1, 2010, the Seller sold, and the Purchaser purchased, the majority of the
assets of the Seller’s Processed Metal Products segment. Under the terms of the Agreement, the
total consideration received by the Company was approximately $30,100,000 paid to the Company in
cash, net of a working capital adjustment. There was no material relationship, other than in respect of the transaction, between the
parties. The foregoing description of the Agreement is qualified in its entirety by reference to
the terms, provisions, and covenants of the Agreement, a copy of which has been filed as Exhibit
10.1 to this report on Form 8-K and is incorporated herein by reference. The Agreement has been
filed to provide investors and security holders with information regarding its terms, provisions,
conditions, and covenants and is not intended to provide any other factual information respecting
the Seller. In particular the Agreement contains representations and warranties the Purchaser and
Seller made to and solely for the benefit of each other, allocating among themselves various risks
of the transaction. The assertions embodied in those representations and warranties are qualified
or modified by information in confidential disclosure schedules that the parties have exchanged in
connection with signing the Agreement. Moreover, information concerning the subject matter of the
representations and warranties may change after the date of the Agreement, which subsequent
information may or may not be fully reflected in our public disclosures. Accordingly, investors
and security holders should not rely on the representations and warranties in the Agreement as
characterizations of the actual state of any fact or facts.
On January 29, 2010, Gibraltar Industries, Inc. and its wholly owned subsidiary, Gibraltar Steel
Corporation of New York, a New York corporation, as co-borrowers, entered into Amendment No. 1
(the “Amendment”) to the Third Amended and Restated Credit Agreement with KeyBank National
Association and the lenders named therein (the “Credit Agreement”). Amendment No. 1 to the Credit
Agreement amends the definition of “Processed Metal Products Disposition” to define the disposal of
certain assets used in the Processed Metal Products business. In addition, Amendment No. 1
requires that 100% of the net cash proceeds from the Processed Metal Products Disposition be
applied to the debt outstanding under the Amended and Restated Credit Agreement. The foregoing
description of the Amendment is qualified in its entirety by reference to the terms, provisions,
and covenants of such Amendment, a copy of which has been filed as Exhibit 10.2 to this report on
Form 8-K and is incorporated herein by reference.
Robert E. Sadler, Jr., a director of the Company, is the Vice Chairman of the Board of
Manufacturers and Traders Trust Company, one of the lenders under the Credit Agreement.