Accuride Corp - Current report filing (8-K)
September 26 2008 - 4:46PM
Edgar (US Regulatory)
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):
September 22,
2008
ACCURIDE
CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware
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001-32483
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61-1109077
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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.)
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7140 Office Circle, Evansville, IN
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47715
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone
number, including area code
(812) 962-5000
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 22,
2008, Accuride Corporation (the Company) committed to a series of strategic
initiatives to reduce expenses, increase competitiveness, strengthen customer
relationships, and enhance shareholder value.
The restructuring initiatives include reducing expenses through
workforce reductions and improving asset utilization through the redeployment
of equipment and rationalization of facilities.
The workforce reductions include the elimination of 159 salaried
positions and 233 hourly employees, and the rationalization of facilities
includes the consolidation of existing warehouses. The restructuring initiatives are expected to
be substantially completed by early 2009.
The total
estimated costs associated with this action amount to a one-time charge of approximately
$14.3 million on a pre-tax basis in the third quarter of 2008, which is
comprised of employee related costs of approximately $8.4 million and asset
impairment and other charges of approximately $5.9 million. Future cash outlays
for these restructuring actions are expected to be approximately $10.0 million
during 2008 and 2009.
Item 5.02.
Departure
of Directors or Certain Officers; Appointment of Certain Officers.
On September 22,
2008, John R. Murphy tendered his resignation as President, Chief Executive
Officer and a Director of Company, effective September 22, 2008. Also on September 22, 2008, the Board of
Directors of the Company (the Board) accepted Mr. Murphys resignation
and agreed to pay to him a severance benefit equal to his annualized base
salary conditioned upon the effectiveness of his release of any claims against
the Company, as set forth in the Resignation Agreement attached hereto as Exhibit 10.1.
Also on September 22,
2008, the Board appointed William M. Lasky, age 61, to the position of interim
President and Chief Executive Officer of the Company, effective immediately.
Mr. Lasky has been
an independent Director of the Company since October 2007 and will
continue to serve as a Director during his employment as interim President and
Chief Executive Officer. Mr. Lasky
has served as the Chairman of the Board for Stoneridge, Inc., a
manufacturer of electronic components, modules and systems for various
vehicles, since July 2006 and has been a director of Stoneridge since January 2004. Previously, Mr. Lasky served as the
Chairman and President and Chief Executive Officer of JLG Industries, Inc.,
a manufacturer of aerial work platforms, telescopic material handlers and
related accessories, from 1999 through late 2006, when JLG Industries was
acquired in an unsolicited acquisition by Oshkosh Truck Corp. Prior to joining JLG Industries, Mr. Lasky
served in various senior capacities at Dana Corporation from 1977 to 1999.
Mr. Lasky and the
Company have agreed that Mr. Lasky will receive annual compensation of
$800,000. In addition, concurrently with
his appointment, the Compensation Committee of the Board granted Mr. Lasky
250,000 shares of restricted common stock of the Company, which shall vest, only
if Mr. Lasky remains interim President and Chief Executive Officer of the
Company, on the earlier of (i) six months after the grant date, (ii) the
date on which the Board shall appoint a new President and Chief Executive
Officer of the Company or (iii) the date on which a change of control of
the Company occurs.
Item
9.01.
Financial Statements and Exhibits.
(d) Exhibits
10.1
Resignation
Agreement, dated September 22, 2008, by and between Accuride Corporation
and John R. Murphy.
2
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.
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ACCURIDE CORPORATION
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Date:
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September 26,
2008
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/s/
Stephen A. Martin
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Stephen
A. Martin
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Vice
President / General Counsel
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3
EXHIBIT INDEX
Exhibit Number
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Description
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10.1
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Resignation Agreement,
dated September 22, 2008, by and between Accuride Corporation and John
R. Murphy.
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4
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