GIBRALTAR INDUSTRIES, INC. 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 27, 2007
GIBRALTAR INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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0-22462
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16-1445150 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
3556 Lake Shore Road
P.O. Box 2028
Buffalo, New York 14219-0228
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code (716) 826-6500
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
ITEM 2.05. Costs Associated with Exit or Disposal Activities
On September 27, 2007, the Board of Directors of Gibraltar Industries, Inc. (the Company)
authorized a plan to dispose of the assets and terminate the operations of Wm. R. Hubbell Steel
Corporation (Hubbell), an indirect wholly owned subsidiary engaged in steel service center
business. Closure of the Hubbell operations will involve liquidation of remaining inventory, sale
of the Franklin Park, Illinois operating facility and termination of the employment of the
remaining employees. The determination to close the Hubbell operations was based on declining
operating margins resulting from consolidation in the steel industry. Closure is expected to be
completed before the end of December, 2007.
It is estimated that loss from the liquidation of inventory and the write off of goodwill will
range from $13 to $16 million.
ITEM 7.01 Regulation FD Disclosure
On October 3, 2007, the Company issued a press release announcing the plan to dispose of Hubbell.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information in Exhibit 99.1 shall not
be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, except as shall be
expressly set forth in such a filing.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Press Release dated October 3, 2007
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has
duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 3, 2007
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GIBRALTAR INDUSTRIES, INC.
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/s/ David W. Kay
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Name: |
David W. Kay |
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Title: |
Executive Vice President, Chief
Financial Officer and Treasurer |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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Exhibit 99.1
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Press Release dated October 3, 2007 |
EX-99.1
Exhibit 99.1
For Immediate Release
October 3, 2007
GIBRALTAR TO SELL THE ASSETS AND CEASE THE OPERATIONS
OF ITS HUBBELL STEEL SUBSIDIARY
Action Expected to Improve Gibraltars Operating Characteristics
BUFFALO, NEW YORK (October 3, 2007) Gibraltar Industries, Inc. (NASDAQ: ROCK)
today announced it will sell the assets and cease the operations of its Hubbell Steel subsidiary.
Hubbells results, including losses resulting from the differences between the carrying value and
the net realizable value of its assets including goodwill, will be reported as discontinued
operations when Gibraltar reports its earnings for the quarter ended September 30, 2007. Gibraltar
expects to incur a charge in the range of $13 million to $16 million as a result of this action.
The Company will provide additional detail when it reports its third-quarter earnings on October
31.
Hubbell Steel, a service center specializing in coated and painted products, was
acquired by Gibraltar in 1995. It has annualized sales of approximately $45 million, operates two
facilities (one near Chicago and another in Birmingham, Alabama), and employs approximately 40
people. Gibraltar expects to complete the Hubbell shutdown and the sale of its assets before the
end of this year.
This decision is part of our plan to sell non-core assets and businesses, and it
is consistent with earlier actions to improve the performance of our Processed Metal Products
segment, including last years sale of our strapping operations, the elimination of our Duferco
Farrell joint venture earlier this year, and the consolidation of two Buffalo-area steel processing
facilities into a single location. We will continue to focus our resources and capital on those
areas that provide the best strategic fit and which will produce the highest returns for our
shareholders, said Brian J. Lipke, Gibraltars Chairman and Chief Executive Officer.
Our decision to exit this business together with our recent acquisitions and
ongoing efforts to improve our existing operations are all steps we are taking to strengthen the
performance characteristics of Gibraltar. We expect that this shutdown will positively impact our
financial performance on an ongoing basis, said Henning N. Kornbrekke, Gibraltars President and
Chief Operating Officer.
Gibraltar Industries is a leading manufacturer, processor, and distributor of products for the
building, industrial, and vehicular markets. The company serves customers in a variety of
industries in all 50 states and throughout the world. It has approximately 4,000 employees and
operates 84 facilities in 27 states, Canada, China, England, Germany, and Poland. Gibraltars
common stock is a component of the S&P SmallCap 600 and the Russell 2000® Index.
Information contained in this release, other than historical information, should be considered
forward-looking, and may be subject to a number of risk factors, including: general economic
conditions; the impact of the availability and the effects of changing raw material prices on the
Companys results of operations; energy prices and usage; the ability to pass through cost
increases to customers; changing demand for the Companys products and services; risks associated
with the integration of acquisitions; and changes in interest or tax rates.
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CONTACT: Kenneth P. Houseknecht, Vice President of Communications and Investor Relations, at
716/826-6500, khouseknecht@gibraltar1.com.
Gibraltars news releases, along with comprehensive information about the Company, are available on
the Internet, at http://www.gibraltar1.com.