SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): December 30, 2004
NATCO Group Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 001-15603 22-2906892
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
2950 North Loop West, 7th Floor 77092
Houston, Texas (Zip Code)
(Address of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code: (713) 683-9292
ITEM 2.05 COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES.
On December 30, 2004, the Board of Directors committed NATCO Group Inc.
to a restructuring plan with the intent of simplifying our corporate structure
by streamlining the corporate organization and reducing operating costs.
Effective January 1, 2005, we will restructure our business segments by end-use
markets and related technologies into three segments: Gas Technologies, Oil &
Water Technologies and Automation & Controls. As a result of these changes and
others, we expect to benefit from greater efficiencies and revenue growth while
immediately pursuing cost reduction initiatives designed to reduce expenses by
at least $10 million over the next 12-18 months, half of which are expected to
be realized in 2005. The plan includes workforce reductions, primarily involving
our UK operations. We expect to record severance and other costs primarily in
the fourth quarter of 2004 and first quarter of 2005 approximating $2.5 million,
pre-tax, and may incur additional severance and other expenses in future periods
as these initiatives become fully implemented. We expect to complete the plan in
the second quarter of 2005.
A copy of our January 3, 2005 press release with respect to various
corporate announcements, including the proposed reorganization, is attached as
Exhibit 99.1 and is incorporated by reference into this Item 2.05.
Statements made in this report that are forward-looking in nature are
intended to be "forward-looking statements" within the meaning of Section 21E of
the Securities Exchange Act of 1934 and may involve risks and uncertainties.
Forward-looking statements include statements regarding future events or the
future performance of NATCO Group Inc., including but not limited to statements
regarding our ability to reduce operating expenses and the amount of severance
costs. These statements are based on current expectations, forecasts and
assumptions and involve a number of risks and uncertainties that could cause
actual results to differ materially from those anticipated by these statements.
Readers are referred to our documents filed with the Securities and Exchange
Commission, including our Annual Report on Form 10-K and Quarterly Reports on
Form 10-Q, which identify significant risk factors that could cause actual
results to differ from those contained in the forward-looking statements. We
assume no obligation to update this information, except as may be required by
law.
ITEM 7.01 REGULATION FD DISCLOSURE.
We issued a press release on January 3, 2005 with respect to our
proposed restructuring, certain growth and cost initiatives and earnings
guidance for 2005. A copy of this press release is attached to this report as
Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
c) Exhibits.
EXHIBIT NO. DESCRIPTION
99.1 Press Release dated January 3, 2005.
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.
Dated: January 4, 2005 NATCO Group Inc.
By: /s/ John U. Clarke
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John U. Clarke
Chairman and Chief Executive Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Press Release dated January 3, 2005.