================================================================================
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):
February 28, 2005
-----------------
North American Galvanizing & Coatings, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-3920 71-0268502
-------- ------ ----------
(State or other (Commission (IRS Employer
jurisdiction File Number) Identification Number)
of incorporation)
2250 East 73rd Street
Tulsa, Oklahoma 74136-6832
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (918) 494-0964
--------------
Not applicable
-------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
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 (SEE General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
================================================================================
ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On February 28, 2005, NAGalv-Ohio, Inc. ("NAGalv"), an indirect wholly owned
subsidiary of North American Galvanizing & Coatings, Inc. (the "Company"),
entered into a definitive agreement with Gregory Industries, Inc. ("Gregory") to
acquire Gregory's hot-dip galvanizing assets (the "Assets") located in Canton,
Ohio. The acquisition of the Assets closed simultaneously with the entry into
such agreement. The total purchase price for the Assets was approximately $3.6
million subject to certain post-closing adjustments in connection with
uncollectible accounts. NAGalv paid such purchase price entirely with cash
contributed to NAGalv by the Company. The Asset Purchase Agreement by and
between NAGalv and Gregory is attached hereto as exhibit 10.1.
ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
--------
10.1 Asset Purchase Agreement, dated February 28, 2005, by and
between NAGalv-Ohio, Inc. and Gregory Industries, 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.
NORTH AMERICAN GALVANIZING & COATINGS, INC.
Date: March 2, 2005 By: /s/ Paul R. Chastain
---------------------------------------------
Name: Paul R. Chastain
Title: Vice President and Chief Financial Officer
EXHIBIT INDEX
-------------
10.1 Asset Purchase Agreement, dated February 28, 2005, by and between
NAGalv-Ohio, Inc. and Gregory Industries, Inc.