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) June 23, 2004
Mestek, Inc.
(Exact name of
registrant as specified in its charter)
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| Pennsylvania |
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1-448 |
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25-0661650 |
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| (State or other jurisdiction | |
(Commission | |
(IRS Employer | |
| of incorporation) | |
File Number) | |
Identification No.) | |
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| 260 North Elm Street, Westfield, MA |
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01085 |
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| (Address of principal executive offices) | |
(Zip Code) | |
Registrant’s telephone number, including area code (413)-568-9571
ITEM 9. REGULATION FD
DISCLOSURE
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On
June 23, 2004 Mestek, Inc. issued a press release relating to the Company’s and its
second tier subsidiary, Met-Coil Systems Corporation’s (“Met-Coil”), joint
proposal of a Fourth Amended Plan of Reorganization for Met-Coil in Met-Coil’s
bankruptcy proceedings as well as the Bankruptcy Court approval of a Disclosure Statement
in those proceedings.
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The
information included in this Form 8-K, including the press release attached as Exhibit
99.1, the proposed Fourth Amended Plan of Reorganization attached as Exhibit 99.2 and the
Bankruptcy Court-approved Disclosure Statement attached as Exhibit 99.3, are incorporated
by reference into this Item 9 in satisfaction of the public disclosure requirements of
Regulation FD. This information is “furnished” and not “filed” for
purposes of Section 18 of the Securities and Exchange Act of 1934, or otherwise subject to
the liabilities of that section. It may be incorporated by reference in another filing
under the Securities Exchange Act of 1934 or the Securities Act of 1933 only if and to the
extent such subsequent filing specifically references the information incorporated by
reference herein.
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INFORMATION
CONCERNING FORWARD-LOOKING STATEMENTS—Certain of the statements contained in the
press release attached hereto, including, without limitation, statements as to
management’s good faith expectations and beliefs are forward-looking statements.
Forward-looking statements are made based upon management’s expectations and belief
concerning future developments and their potential effect upon the Company. There can be
no assurance that future developments will be in accordance with management’s
expectations or that the effect of future developments on the Company will be those
anticipated by management. For additional information about risks and uncertainties that
could adversely affect the Company’s forward-looking statements, please refer to the
Company’s filings with the Securities and Exchange Commission, including its
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2004.
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ITEM 7. — FINANCIAL
STATEMENTS AND EXHIBITS
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The
following exhibit is filed or furnished as part of this Report to the extent described in
Item 9.
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| Exhibit Name |
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Description |
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99.1
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Press Release dated June 23, 2004 pertaining to the Company's and its second tier subsidiary, Met-Coil Systems Corporation's ("Met-Coil"), joint proposal of a Fourth Amended Plan of Reorganization for Met-Coil in Met-Coil’s bankruptcy proceedings as well as the Bankruptcy Court
approval of a Disclosure Statement in those proceedings | |
| 99.2 | |
Proposed Fourth Amended Plan of Reorganization | |
99.3 | |
Disclosure Statement | |
SIGNATURE
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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 thereunto duly authorized.
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MESTEK, INC.
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| Date: June 24, 2004 |
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By /s/ Stephen M. Shea
Stephen M. Shea
Senior Vice President
Chief Financial Officer |
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