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) October 22, 2001
LYDALL, INC.
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(Exact name of registrant as specified in its charter)
1-7665
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(Commission file number)
Delaware 06-0865505
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(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
One Colonial Road, P. O. Box 151, Manchester, CT 06045-0151
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(Address of principal executive offices) (Zip Code)
(860) 646-1233
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
TABLE OF CONTENTS
Page No.
ITEM 5
OTHER EVENTS AND REGULATION FD DISCLOSURE 3
ITEM 7
FINANCIAL STATEMENTS AND EXHIBITS 3
SIGNATURES 4
2
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On October 19, 2001, a wholly-owned subsidiary of Lydall, Inc. ("the Company")
acquired for cash certain assets and assumed certain liabilities of Affinity
Industries, Inc. ("Affinity") a privately held manufacturer and assembler of
highly engineered industrial chillers and heat exchangers.
Under the terms of the agreement and in consideration therefore, the Company
paid to Affinity a negotiated purchase price of $17.4 million to acquire certain
assets, and assumed certain liabilities, consisting primarily of trade accounts
payable, of approximately $.5 million. In addition to the cash paid, the
agreement provides for an additional $2.0 million of consideration to be paid, a
portion of which is contingent upon the occurrence of certain events. The
purchase price is also subject to a post-closing net asset adjustment as defined
in the agreement. Lydall, Inc. funded the acquisition through borrowings on its
existing credit facility.
The terms of the purchase are more fully described in the Purchase and Sale
Agreement, a copy of which is attached as Exhibit 2.1 hereto. The Company also
issued a related press release on October 22, 2001, a copy of which is attached
herewith as Exhibit 99.1 hereto.
In addition, the Company purchased for $2.3 million in cash, the land and
building where Affinity is located, from Clear Lake Realty Corporation. A copy
of the Purchase and Sale Agreement is attached as Exhibit 2.2 hereto.
Affinity is a designer and manufacturer of industrial chiller and heat
exchangers sold to commercial customers in the semiconductor, telecommunication
and medical markets. The Company intends to continue the manufacture of these
products in the acquired facilities.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Exhibits:
2.1 Asset Purchase Agreement between Lydall Industrial Thermal
Solutions, Inc., Lydall Filtration/Separation Inc. and
Affinity Industries, Inc. dated October 19, 2001.
2.2 Purchase and Sale Agreement between Lydall Industrial Thermal
Solutions, Inc., and Clear Lake Realty Corporation dated
October 19, 2001.
99.1 Press release dated October 22, 2001 titled "Lydall Announces
Acquisition of Affinity Industries, Inc. a Specialty
Manufacturer of Thermal Control Equipment"
3
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.
Lydall, Inc.
(Registrant)
Date: November 2, 2001 By: /s/ Thomas P. Smith
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Thomas P. Smith
Vice President-Controller
(On behalf of the Registrant and as Principal
Accounting Officer)
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INDEX TO FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. Description Page
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2.1 Asset Purchase Agreement between Lydall Industrial Thermal
Solutions,Inc., Lydall Filtration/Separation Inc. and Affinity
Industries, Inc. dated October 19, 2001.
2.2 Purchase and Sale Agreement between Lydall Industrial Thermal
Solutions, Inc., and Clear Lake Realty Corporation dated October 19, 2001.
99.1 Press release dated October 22, 2001 titled "Lydall Announces
Acquisition of Affinity Industries, Inc. a Specialty Manufacturer of
Thermal Control Equipment"
5