Item 1.01. Entry Into a Material Definitive Agreement
On October 31, 2012, Astec Industries, Inc., a Tennessee corporation, and The Charles Machine Works, Inc. of Perry, Oklahoma, entered into definitive agreements (the Agreements) which provide for the sale by Astec Industries, Inc. of all of the outstanding capital stock of American Augers, Inc. as well as certain assets related to the Trencor large trencher product line of Astec Underground, Inc. Not included in the sale are the American Augers vertical oil and gas drilling rig product line and the four-track surface miner product line manufactured at Astec Underground. The sale is expected to close before the end of the year. The Agreements stipulate a purchase price of approximately $55,000,000 payable in cash at closing. The sales price is subject to typical closing adjustments.

The Agreements are subject to certain conditions and contain customary covenants, representations, and warranties as well as customary provisions concerning termination, indemnifications and remedies.

The foregoing summary of the Agreements does not purport to be complete and is qualified in its entirety by reference to the Agreements, which will be filed as an exhibit to Astec Industries, Inc.'s next report on Form 10-K.

Item 8.01 Other Events

On November 1, 2012, the Board of Directors of Astec Industries, Inc. declared a special one-time dividend of $1.00 per share to be paid on December 12, 2012 to common shareholders of record as of November 20, 2012.