WWW.EXFILE.COM -- NORTH AMERICAN GALVANIZING -- FORM 8-K -- 16227
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: December 17, 2008)
North
American Galvanizing & Coatings, Inc.
(Exact
name of registrant as specified in charter)
|
Delaware
|
1-3920
|
71-0268502
|
|
(State or other
jurisdiction of incorporation)
|
(Commission File
Number)
|
(IRS
Employer Identification No.)
|
5314
South Yale Avenue, Suite 1000, Tulsa, Oklahoma 74135
(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:
[_] 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
ITEM
2.05 – COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES
On
December 17, 2008, the board of directors of North American Galvanizing &
Coatings, Inc. (“NAGC”) approved a Mutual Release of Claims and Settlement
Agreement, (the “Settlement Agreement”) with the Metropolitan Water Reclamation
District of Greater Chicago (“MWRD”).
The MWRD,
the owner of the former Lake River Terminals Site (“Site”), filed a lawsuit in
the United States District Court for the Northern District of Illinois against
NAGC and others (“case”). NAGC is a former parent company of the Lake
River Corporation. The Lake River Corporation occupied and conducted business at
the Site for approximately 50 years under the terms of five (5) lease agreements
and a General Permit with MWRD, which have since been terminated. The
MWRD has alleged in its lawsuit that NAGC is either directly or indirectly
liable for certain cleanup costs including the removal of certain buildings and
other structures and the remediation of environmental conditions at the
Site. Although NAGC denies that it is directly or indirectly liable
for any such costs, both parties agree that it would be mutually advantageous
and cost-effective to settle the matter without further litigation.
According
to the terms of the Settlement Agreement, NAGC shall pay and remit to MWRD the
sum of One Million Four Hundred Thousand Dollars ($1,400,000.00). The
payment is due within thirty days of the execution of the Settlement
Agreement. In consideration of the timely receipt of the payment,
MWRD will release NAGC and its affiliates from any and all claims which are,
were, or could have been included in the case, and from any and all payment
obligations to MWRD, whether pursuant to CERCLA, other law, contract, or tort,
arising from the leases or on account of the condition of the Site. In
consideration of the above, NAGC releases MWRD and its affiliates from all
claims of NAGC arising from the leases or on account of the condition of the
Site, and from any and all claims that could have been asserted against MWRD or
its affiliates as counterclaims in the case. In addition, MWRD agrees to
indemnify and hold NAGC harmless from any claims against NAGC by third parties
for certain claims that arise out of or relate to the subject matter of the
case.
The
Settlement Agreement and the related settlement expenses relate to NAGC’s exit
from the chemical storage and related businesses at the Site and are a cost of
the sale of the Company’s former subsidiary Lake River
Corporation. In March of 2007, NAGC recorded a liability for $350,000
related to the MWRD claim. The additional liability of $1,050,000
will be recorded by NAGC during the fourth quarter of 2008. At
September 30, 2008, NAGC had cash of $9,000,000 and currently has sufficient
cash to make the payment of $1,400,000.
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.
Date: December
18, 2008
North American Galvanizing &
Coatings, Inc.
By: /s/ Beth B.
Hood
Beth
B. Hood
Vice
President and Chief Financial Officer