SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): November 4, 2004
NATCO Group Inc.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 001-15603 22-2906892
(State of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
2950 North Loop West, 7th Floor
Houston, Texas 77092
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (713) 683-9292
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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
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
SECTION 2 - FINANCIAL INFORMATION
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On November 4, 2004, NATCO Group Inc. issued a press release announcing
its financial and operating results for the third quarter of 2004, and revised
its prior guidance for 2004. This press release is filed as Exhibit 99.1 to this
Current Report on Form 8-K, and its contents are incorporated by reference into
this report.
In accordance with Regulation G, we have presented within this press
release certain non-GAAP financial measures that are identified and reconciled
to the most directly comparable financial measure in tabular form, and have
provided a statement from our management disclosing the purpose of using these
non-GAAP financial measures.
SECTION 7 - REGULATION FD
ITEM 7.01 REGULATION FD DISCLOSURE.
In accordance with General Instruction B.2. of Form 8-K, the following
information shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended.
NATCO Group held a conference call on its third quarter earnings on
November 4, 2004. Interested parties will be able to access the call by visiting
the Investor Relations section of our web site at: http://www.natcogroup.com.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1 Press Release, dated November 4, 2004
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.
Dated: November 4, 2004
NATCO Group Inc.
By: /s/ Richard W. FitzGerald
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Richard W. FitzGerald
Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press Release, dated November 4, 2004