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Prepared By R.R. Donnelley Financial -- Form 8-K
 
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):  06/20/2005
 
CECO ENVIRONMENTAL CORP
(Exact Name of Registrant as Specified in its Charter)
 
Commission File Number:  0-7099
 
DE
  
13-2566064
(State or Other Jurisdiction of
  
(I.R.S. Employer
Incorporation or Organization)
  
Identification No.)
 
3120 Forrer Street, Cincinnati, OH 45209
(Address of Principal Executive Offices, Including Zip Code)
 
(416) 593-6543
(Registrant’s Telephone Number, Including Area Code)
 
(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(17CFR240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act(17CFR240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act(17CFR240.13e-4(c))
 

Items to be Included in this Report

 
Item 1.01.    Entry into a Material Definitive Agreement
 
On June 20, 2005, Kirk and Blum Manufacturing Co., ("K&B"), an indirectly wholly owned subsidiary of CECO Environmental Corp. ("CECO"), entered into an agreement with Trademark Property Company ("Trademark") for the sale of the Cincinnati manufacturing and corporate office facilities.

The purchase agreement calls for 10.7 acres of real estate and improvements to be divided into two parcels, with the first parcel scheduled to close on or before July 15, 2005, for a purchase price of $6.9 million and the second parcel scheduled to close on or before April 1, 2006, for a purchase price of $1.1 million. Trademark has the option to extend each closing up to three times for thirty days each, with the payment of a non-refundable extension fee.

K&B will have the right to occupy both parcels with no rent obligations for a period of up to ten months following the closing on the first parcel, however, K&B will be responsible for real estate taxes, insurance costs, utility costs and other operational costs duri ng such occupancy. CECO and K&B are searching for a suitable replacement property that may qualify the transactions for treatment as a tax free real estate exchange.

The closing of the acquisition is subject to various customary closing conditions. Additionally, closing is subject to certain special conditions such as the negotiation of a definitive agreement setting forth K&B's post-closing possessory rights. Trademark also has the right to terminate the Agreement for any reason prior to July 15, 2006. The press release announcing the entering into the agreement is attached as an exhibit.

This report contains statements about the future, sometimes referred to as "forward--looking" statements. Forward-looking statements are typically identified by the use of the words "believe," "may," "should," "expect," "anticipate," "estimate," "project," "propose,""plan," "intend" and similar words and expressions. Forward--looking statements are not guarantees of com pletion of proposed transactions, availability of tax-free treatment, or similar matters. Forward--looking statements are subject to risks and uncertainties outside CECO's control. Actual events or results may differ materially from the forward-looking statements. For a discussion of additional contingencies and uncertainties to which information respecting future events is subject, see CECO's other SEC reports.
 
 
Item 9.01.    Financial Statements and Exhibits
 
99.1 Press Release
 

 

Signature(s)
 
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.
 
      
 
CECO ENVIRONMENTAL CORP
 
 
Date: June 21, 2005.
     
By:
 
/s/    Dennis W. Blazer
               
Dennis W. Blazer
               
Chief Financial Officer and Vice President--Finance and Administration
 
 

 

Exhibit Index
 
Exhibit No.
  
Description
EX-99.1
  
Press Release
May 7, 2003

 

NASDAQ:CECE NEWS RELEASE

 

CECO ENVIRONMENTAL ENTERS INTO AN

AGREEMENT TO SELL CINCINNATI PROPERTY FOR $8 MILLION

NEW YORK, JUNE 22, 2005 - CECO Environmental Corp. (NASDAQ: CECE),

a leading provider of industrial ventilation and pollution control systems, announced today that its wholly owned subsidiary, Kirk and Blum Manufacturing Co., has entered into an agreement with Trademark Property Company for the sale of its Cincinnati manufacturing and corporate office facilities. The agreement calls for 10.7 acres of real estate and improvements to be divided into two parcels with the first parcel closing on or before July 15, 2005, and the second parcel closing on or before April 1, 2006. Trademark has the option to extend each closing up to three times for thirty days each with the payment of a non-refundable extension fee. Kirk and Blum will have the right to occupy both premises with no rent obligations for a period of up to ten months following the closing on the first parcel and a search is underway to find a suitable replacement property that will qualify the transactions for treatment as a ta x free real estate exchange. The total value of the contract is $8 million consisting of $6.9 million for the first parcel and $1.1 million for the second.

David Blum (President of Kirk and Blum) commented that "Selling the Cincinnati property will create a unique opportunity for the Kirk and Blum operations to be re-established in a more efficient and cost effective facility which will enhance our manufacturing and fabricating capabilities."

Phillip DeZwirek (Chairman and CEO of CECO Environmental) stated that, "We are delighted to have reached an agreement with Trademark to provide an important parcel of real estate which will become a key part of their development plans and which also will generate funds for CECO Environmental sufficient to finance a suitable replacement facility and to further reduce our debt."

 

ABOUT CECO ENVIRONMENTAL

CECO Environmental Corp. is North America's largest independent air pollution control company. Through its six subsidiaries -- Busch, CECOaire, CECO Filters, CECO Abatement Systems, kbd/Technic and Kirk & Blum - CECO provides a wide spectrum of air quality services and products including: industrial air filters, environmental maintenance, monitoring and management services, and air quality improvements systems. CECO is a full-service provider to the steel, military, aluminum, automotive, aerospace, semiconductor, chemical, cement, metalworking, glass, foundry and virtually all-industrial process industries.

For more information on CECO Environmental please visit the company's website at http://www.cecoenviro.com/.

Contact:

Corporate Information

Phillip DeZwirek, CECO Environmental Corp.

Email: investors@cecoenviro.com

1-800-606-CECO

 

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All forward-looking statements are subject to certain risks, uncertainties and assumptions. These risks and uncertainties, which are more fully described in CECO's Annual and Quarterly Reports filed with the Securities and Exchange Commission, include changes in market conditions in the industries in which the Company operates. Should one or more of these risks or uncertainties materialize, or should the assumptions prove incorrect, actual results may vary in material aspects from those currently anticipated.