Document/Exhibit Description Pages Size
1: 8-K Waterlink - Form 8-K 3 14K
2: EX-99.1 Findings of Fact, Conclusions of Law 22 57K
3: EX-99.2 Press Release Dated July 6, 2004 2 11K
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
WATERLINK, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-13041 34-1788678
(State or Other (Commission File Number) (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation)
---------------------------------
4100 Holiday Street, NW
Canton, Ohio 44718
(Address of Principal Executive Offices)
(Zip Code)
---------------------------------
330-649-4001
(Registrant's Telephone Number, Including Area Code)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On June 30, 2004, the United States Bankruptcy Court for the District
of Delaware (the "Bankruptcy Court") held a hearing concerning the Registrant's
Modified Joint Consolidated Chapter 11 Plan of Liquidation of the Debtors and
the Committee (the "Plan") that will result in the liquidation of all assets,
the proceeds from which will be used to partially satisfy unsecured creditors.
On July 2, 2004, the Bankruptcy Court entered the Findings of Fact, Conclusions
of Law and Order Under Section 1129 of the Bankruptcy Code and Rule 3020 of the
Bankruptcy Rules Confirming the Modified Joint Consolidated Chapter 11 Plan of
Liquidation of the Debtors and the Committee Pursuant to Chapter 11 of the
United States Bankruptcy Code (the "Confirmation Order"). A copy of the
Confirmation Order is attached hereto as Exhibit 99.1, and attached to the
Confirmation Order is a copy of the Plan.
Pursuant to the Confirmation Order, the Plan has been confirmed, is
enforceable and will take effect within the next two weeks (the "Effective
Date"). Under the Plan, the holders of Class 5 Equity Interests will receive no
distribution on account of their shares. On the Effective Date, all Equity
Interests will be extinguished. There will be no amounts or other property
distributed to common stockholders of the Registrant. The Plan further provides
that on the Effective Date, the current officers and directors shall be deemed
to have resigned and the Liquidating Trustee, Theodore Gavin, shall be the sole
officer and director of the Registrant.
A copy of the press release announcing the foregoing is attached hereto
as Exhibit 99.2 and is incorporated in its entirety herein by reference.
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
The Registrant is including the following cautionary statement in this
Form 8-K to make applicable and take advantage of the "safe harbor" provisions
of the Private Securities Litigation Reform Act of 1995 for any forward-looking
statement made by, or on behalf of, the Registrant. Where any such
forward-looking statement includes a statement of the assumptions or bases
underlying such forward-looking statement, the Registrant cautions that, while
it believes such assumptions or bases to be reasonable and makes them in good
faith, assumed facts or bases almost always vary from actual results, and the
differences between assumed facts or bases and actual results can be material,
depending upon the circumstances. Certain factors that could cause actual
results to differ materially from those projected include, but are not limited
to, the ability of the Company to partially satisfy claims of creditors using
the proceeds of the previous sale and the liquidation. Other factors that could
cause actual results to differ materially include uncertainties of economic,
competitive and market conditions and future business decisions, all of which
are difficult or impossible to predict accurately and many of which are beyond
the control of the Registrant. Where, in any forward-looking statement, the
Registrant, or its management, expresses an expectation or belief as to future
results, such expectation or belief is expressed in good faith and believed to
have a reasonable basis, but there can be no assurance that the statement of
expectation or belief will result or be achieved or accomplished. The words
2
"believe," "expect," "intend" and "anticipate" and similar expressions identify
forward-looking statements.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Findings of Fact, Conclusions of Law and Order Under
Section 1129 of the Bankruptcy Code and Rule 3020 of
the Bankruptcy Rules Confirming the Modified Joint
Consolidated Chapter 11 Plan of Liquidation of the
Debtors and the Committee Pursuant to Chapter 11 of
the United States Bankruptcy Code (with copy of the
Plan attached thereto).
99.2 Press Release, dated July 6, 2004, announcing the
Bankruptcy Court's Order.
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.
WATERLINK, INC.
Dated: July 6, 2004 By: /s/ Donald A. Weidig
--------------------
Donald A. Weidig
Chief Financial Officer
3
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘8-K’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 7/6/04 | | 3 | | | | | None on these Dates |
| | 7/2/04 | | 2 |
| For Period End: | | 6/30/04 | | 1 | | 2 |
| List all Filings |
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