UNITED STATES
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) September 30, 2002
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FERRO CORPORATION
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(Exact name of registrant as specified in its charter)
Ohio 1-584 34-0217820
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1000 Lakeside Avenue, Cleveland, OH 44114-1183
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(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code (216) 641-8580
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N/A
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(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On September 30, 2002, Ferro Corporation and certain of its subsidiaries
(collectively, the "Company") completed the disposition of its powder coatings
business (the "Powder Coatings Business") through four separate sales
transactions. The aggregate cash purchase price for the Powder Coatings Business
was $132,000,000, subject to adjustment, which was determined as a result of
arms-length negotiations among the Company and the buyers of the Powder Coatings
Business.
Pursuant to four separate purchase agreements, each dated August 2, 2002, the
Company sold to Rohm and Haas Company, a Delaware corporation, certain assets
and liabilities collectively constituting the Powder Coatings Business conducted
in and from Europe, to International Paint, Inc., a Kentucky corporation,
certain assets and liabilities collectively constituting the Powder Coatings
Business conducted in and from North, Central and South America, to Akzo Nobel
Sino Coatings B.V., a Dutch private company with limited liability, the
Company's 100% equity interest in Ferro (Ningbo) Powder Coatings, Ltd., a
Chinese wholly-owned foreign enterprise, through which the Company conducted, in
part, its Powder Coatings Business in the Asia/Pacific region, and to Akzo Nobel
Coatings International B.V., a Dutch private company with limited liability, the
Company's 71.7% equity interest in LG Ferro Powder Coatings Ltd., a Korean
limited liability company (yuhan hoesa), through which the Company conducted, in
part, its Powder Coatings Business in the Asia/Pacific region.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
Not Applicable
(b) Pro forma financial information.
The Powder Coatings business had sales of $175.2 million and $138.5
million for the twelve months ended December 31, 2001 and the nine
months ended September 30, 2002, respectively. Earnings before income
taxes of the Powder Coatings business were $12.0 million and $7.6
million for the twelve months ended December 31, 2001 and the nine
months ended September 30, 2002, respectively. Following is a
presentation of summary financial information reflecting the Powder
Coatings business as discontinued operations for the periods
presented. In addition, the Company has classified several other small
businesses as discontinued based on the Company's intent to divest of
such businesses over the next year. These businesses were previously
included in the Coatings and Performance Chemicals segments.
($'s in thousands,
except per share amounts)
Year Nine Months
Ended Ended
December 31, 2001 September 30, 2002
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Sales $ 1,246,503 $ 1,162,246
Income from Continuing Operations 30,012 26,693
Discontinued Operations:
Results of discontinued operations, net of tax 9,185 6,590
Gain on disposal of discontinued operations, net of tax -- 32,465
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Net Income $ 39,197 $ 65,748
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Earnings Per Share
Basic:
Income from:
Continuing operations $ 0.79 $ 0.66
Discontinued operations 0.26 1.04
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$ 1.05 $ 1.70
Diluted:
Income from:
Continuing operations $ 0.79 $ 0.65
Discontinued operations 0.25 0.97
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$ 1.04 $ 1.62
(c) Exhibits.
2.1 Asset Purchase Agreement, dated August 2, 2002, among Rohm and
Haas Company, on one hand, and Ferro Corporation, Ferro Spain
S.A., Ferro (Great Britain) Ltd., Ruhr-Pulverlack GmbH, and
Ferro-Ruhr-Pulver Nordiska AB, on the other hand. (All
appendices, other than Appendix A, Definitions, have been
omitted, and Ferro Corporation will furnish to the Commission,
upon request, a copy of any omitted appendix.)
2.2 Purchase Agreement, dated August 2, 2002, among International
Paint, Inc., on one hand, and Ferro Corporation, Ferro Enamel
Argentina S.A. and Ferro Mexicana S.A. de C.V., on the other
hand. (All appendices, other than Appendix A, Definitions,
have been omitted, and Ferro Corporation will furnish to the
Commission, upon request, a copy of any omitted appendix.)
2.3 Purchase Agreement, dated August 2, 2002, between Akzo Nobel
Sino Coatings B.V. and Ferro Corporation. (All appendices,
other than Appendix A, Definitions, have been omitted, and
Ferro Corporation will furnish to the Commission, upon
request, a copy of any omitted appendix.)
2.4 Share Purchase Agreement, dated August 2, 2002, between Akzo
Nobel Coatings International B.V. and Ferro Corporation. (All
appendices, other than Appendix A, Definitions, have been
omitted, and Ferro Corporation will furnish to the Commission,
upon request, a copy of any omitted appendix.)
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.
Date: November 14, 2002 FERRO CORPORATION
/s/ BRET W. WISE
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Bret W. Wise
Senior Vice President and
Chief Financial Officer