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1 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 2, 1998 POWELL INDUSTRIES, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) 8550 MOSLEY DRIVE HOUSTON, TEXAS 77075-1180 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE - (713) 944-6900 __________________________________
STATE OR OTHER COMMISSION IRS EMPLOYER JURISDICTION FILE NUMBER: IDENTIFICATION OF INCORPORATION: NUMBER: NEVADA 0-6050 NO. 88-0106100 2 ITEM 5. OTHER EVENTS. On September 2, 1998, the Registrant signed a Settlement Agreement with National Westminster Bank plc ("NatWest") to settle all litigation between them regarding completion of a cogeneration project at MacDill Air Force Base in Florida. Under the terms of the Settlement Agreement, the Registrant will pay NatWest $8 million, $7 million of which will be paid at closing. The remaining $1 million, together with interest at 3% per annum, will be due on December 31, 1999. Provided that the Registrant is satisfied with certain due diligence, the settlement is expected to be closed on or before September 10, 1998 The Registrant will record a charge of approximately $4.7 million net of tax to discontinued operations in its fiscal quarter ended July 31, 1998 in connection with this settlement. The additional amount payable under the Settlement Agreement (net of tax) was accrued in prior periods for anticipated litigation expense. 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. POWELL INDUSTRIES, INC. (Registrant) /s/ J. F. Ahart ------------------------------------ J. F. Ahart, Vice President, Chief Financial Dated: September 2, 1998 Officer and Secretary