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)
June 30, 2004
ASTEC INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
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Tennessee |
0-14714 |
62-0873631 |
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(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
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1725 Shepherd Road, Chattanooga, Tennessee |
37421 |
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(Address of principal executive offices) |
(Zip Code) |
Registrant's telephone number, including area code:
(423) 899-5898
Item 5. Other Events and Regulation FD Disclosure
On June 30, 2004, Astec Industries, Inc. issued the press release attached hereto as Exhibit 99.1 announcing that it has completed the previously announced sale and transfer of substantially all of the assets and substantially all of the liabilities of Superior Industries of Morris, Inc., and such press release is incorporated in its entirety by reference herein.
Under the terms of the agreement, the purchase price for the assets and liabilities of Superior was approximately $24.3 million, which amount is subject to post-closing adjustment based on the performance of Superior in the second quarter. The transaction will be discussed in the second quarter earnings conference call tentatively scheduled for July 21, 2004.
Certain statements in the press release are "forward-looking statements" (within the meaning of the Private Securities Litigation Reform Act of 1995). These forward-looking statements reflect management's current expectations and are based upon currently available information, and the Company undertakes no obligation to update or revise such statements. These statements are not guarantees of performance and are inherently subject to risks and uncertainties, many of which cannot be predicted or anticipated. Future events and actual results, financial or otherwise, could differ materially from those expressed in or implied by the forward-looking statements. Important factors that could cause future events or actual results to differ materially include the factors listed from time to time in the Company's reports filed with the Securities and Exchange Commission, including but not limited to the Company's annual report on Form 10-K for the year ended December 31, 2003 and the Company's quarterly report on Form 10-Q for the quarter ended March 31, 2004.
Item 7. Financial Statements and Exhibits
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(c) Exhibits. |
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Exhibit No. |
Description |
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99.1 |
Press Release dated June 30, 2004. |
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.
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ASTEC INDUSTRIES, INC. |
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By: /s/ F. McKamy Hall |
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F. McKamy Hall |
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Chief Financial Officer |
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By: /s/ Albert E. Guth |
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Albert E. Guth |
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Secretary |
Dated: June 30, 2004
EXHIBIT INDEX
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Exhibit No. |
Description |
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99.1 |
Press release issued by the Registrant on June 30, 2004 |