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 7, 2001
RESERVE INDUSTRIES CORPORATION
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
NEW MEXICO
---------------------------------------------
(State or other jurisdiction of incorporation)
0-3492 85-0128783
------------------------ ------------------------------------
(Commission File Number) (IRS Employer Identification Number)
20 First Plaza, Suite 308, Albuquerque, New Mexico 87102
-------------------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(505) 247-2384
No Change
-----------------------------------------------------------
(Former name or former address, if changed since last report)
ITEM 5. Other Events
Rossborough Manufacturing Co. L.P. (Rossborough), in which the
Registrant has a 44% equity interest, has signed an agreement to
purchase substantially all of the assets and certain of the
liabilities of Reactive Metals and Alloys Corporation (Remacor)
of West Pittsburgh, PA. Both companies service the steel
industry by providing hot metal desulfurization, desulfurization
equipment, metallurgical additives for secondary steel refining,
technology and field service.
Rossborough has formed Rossborough-Remacor LLC as the acquisition
entity and will contribute substantially all of its assets and
its liabilities to the LLC. Prior to the transaction taking
place, Remacor will file for Chapter 11 bankruptcy protection and
seek authority of the Bankruptcy Court to sell its assets to
Rossborough-Remacor. The transaction will create the basis for a
reorganization plan for Remacor that will enable it to satisfy
the claims of its unsecured creditors over time.
The purchase price for the Remacor assets is the assumption of
certain liabilities, a subordinated note in an amount equal to
$4,000,000 and a 35% membership interest in Rossborough-Remacor.
It is anticipated that the transaction will close prior to April
30, 2001. Completion of the transaction is subject to due
diligence, approval of the Bankruptcy Court, and obtaining
financing.
Gerald R. Zebrowski, President and CEO of Rossborough, will
retain the position of President and CEO of Rossborough-Remacor.
Joseph R. Jackman, President and CEO of Remacor, will be elected
Vice President and Chief Operating Officer of Rossborough-
Remacor. The proposed transaction will create a financially
stronger company with sales of over $70 million in North America.
The new company will be better equipped to compete in a
distressed industry. "Significant savings will result from this
transaction through reduced capacity, elimination of duplication,
and other synergies which will benefit the customers, employees,
creditors and other stakeholders of the new company," Zebrowski
said. The steel supply and desulfurization businesses have
suffered severe economic hardships as a result of a mature
industry, over capacity and government imposed magnesium anti-
dumping actions. Consolidation is driven by the urgent need to
achieve higher efficiencies and lower costs required by the steel
industry. As a result of the proposed transaction, the new
company will be a fully integrated North American supplier to the
steel industry with a strong presence in many foreign markets.
Forward-Looking Statements. This release contains "forward-
looking statements", within the meaning of the Private Securities
Litigation Reform Act of 1995. "Forward-looking statements" are
statements such as those contained in projections, plans,
objectives, estimates, statements of future economic performance,
and assumptions related to any of the forgoing, and may be
identified by the use of forward-looking terminology, such as
"may", "expect", "anticipate", "estimate", "goal", "continued",
or other comparable terminology. By their very nature, forward-
looking statements are subject to known and unknown risks and
uncertainties relating to the Company's future performance that
may cause the actual results, performance or achievements of the
Company, or industry results, to differ materially from those
expressed or implied in such "forward-looking statements".
SIGNATURE
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.
Reserve Industries Corporation
(Registrant)
Date March 9, 2001 /s/ William J. Melfi
-------------- ------------------------------
William J. Melfi
Vice President Finance