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, 2004
GARDNER DENVER, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-13215 76-0419383
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
1800 GARDNER EXPRESSWAY
QUINCY, ILLINOIS 62301
(Address of Principal Executive Offices and Zip Code)
(217) 222-5400
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
(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 (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))
ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On September 1, 2004, Gardner Denver, Inc. (the "Company")
completed its acquisition of nash_elmo Holdings, LLC ("nash_elmo"), a
leading global manufacturer of industrial vacuum pumps.
nash_elmo's primary manufacturing locations are located in Bad
Neustadt and Nuremberg, Germany; Zibo, China; Campinas, Brazil; and
Trumbull, Connecticut. nash_elmo also has other locations around the world
to support sales, customer service, distribution and the packaging of vacuum
pump systems.
nash_elmo was owned, directly and indirectly, by various investment
entities managed by Audax Private Equity, The Nash Engineering Company and
certain management employees of nash_elmo. Neither Audax Private Equity, The
Nash Engineering Company nor any such management employee has any material
relationship, other than with respect to the acquisition of nash_elmo, with
the Company or any of its affiliates, any director or officer of the Company
or any associate of any such director or officer.
The purchase price paid by the Company in the transaction was
$223.5 million. The Company funded the acquisition with cash and the
assumption of $10.5 million in debt. This amount is subject to post-closing
adjustment.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION
UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF THE REGISTRANT.
On September 1, 2004, the Company entered into a $375 million
amended credit agreement with a syndicate of fifteen banks, including J.P.
Morgan Securities, Inc., which served as lead arranger. This agreement
provided the Company with access to a senior secured credit facility,
including a $150 million five-year term loan and a $225 million five-year
revolving credit line. The senior secured credit facility was used to fund
the nash_elmo acquisition and to refinance the outstanding balances on the
Company's existing senior credit facilities of approximately $50 million. Up
to $95 million remains available under the revolving credit facility for
general corporate purposes, including capital expenditures and business
acquisitions. The interest rates under the facility vary and are based on
the prime rate, the federal funds rate and/or LIBOR for the applicable
currency, and the Company's ratio of debt to adjusted income. Based on the
current one-month LIBOR rate, the initial interest rate for borrowings under
the credit facility was approximately 3.7%. The credit agreement includes
standard financial covenants and other customary terms and conditions for
senior secured credit facilities of this type.
ITEM 7.01. REGULATION FD DISCLOSURE.
On September 1, 2004, the Company issued a press release announcing
that its acquisition of nash_elmo had been completed and that it had entered
into an amended and restated $375 million credit agreement. A copy of the
press release is attached hereto as Exhibit 99.1 and is incorporated herein
by reference.
The information in this Item 7.01 and the exhibit attached hereto
will not be deemed to be "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject
to the liabilities of such section, nor will such information or exhibit be
deemed incorporated by reference in any filing under the Securities Act of
1933 or the Exchange Act, except as may be expressly set forth by specific
reference in such filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of the Business Acquired.
To be filed by amendment within the period specified in
Form S-K, Item 9.01(a)(4).
(b) Pro Forma Financial Information.
To be filed by amendment within the period specified in
Form S-K, Item 9.01(b)(2).
(c) Exhibits.
Exhibit No. Description
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2.1 Agreement and Plan of Merger dated July
28, 2004 by and among Gardner Denver,
Inc., Neptune Holdings I, Inc, nash_elmo
Holdings LLC and Audax Vacuum Corp.
2.2 Amendment to Agreement and Plan of
Merger dated September 1, 2004 by and
among Gardner Denver, Inc., Neptune
Holdings I, Inc, nash_elmo Holdings LLC
and Audax Vacuum Corp.
2.3 Agreement and Plan of Merger dated July
28, 2004 by and among Gardner Denver,
Inc., Neptune Holdings II, Inc. and
nash_elmo Corp.
2.4 Amendment to Agreement and Plan of
Merger dated July 28, 2004 by and among
Gardner Denver, Inc., Neptune Holdings
II, Inc. and nash_elmo Corp.
2.5 Escrow Agreement dated September 1, 2004
by and among Gardner Denver, Inc., Wells
Fargo Bank, National Association, as
escrow agent, and Audax Vacuum Corp.
2.6 Form of Transmittal Letter and
Agreement.
10.1 Amended and Restated Credit Agreement
dated September 1, 2004 by and among
Gardner Denver, Inc., J.P. Morgan
Securities, Inc., as lead arranger, and
the other lenders named therein.
99.1 Press release issued September 1, 2004.
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.
Dated: September 2, 2004 GARDNER DENVER, INC.
By: /s/ Helen W. Cornell
-------------------------------------
Helen W. Cornell, Vice President,
Finance and Chief Financial Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
2.1 Agreement and Plan of Merger dated July 28, 2004
by and among Gardner Denver, Inc., Neptune
Holdings I, Inc, nash_elmo Holdings LLC and Audax
Vacuum Corp.
2.2 Amendment to Agreement and Plan of Merger dated
September 1, 2004 by and among Gardner Denver,
Inc., Neptune Holdings I, Inc, nash_elmo Holdings
LLC and Audax Vacuum Corp.
2.3 Agreement and Plan of Merger dated July 28, 2004
by and among Gardner Denver, Inc., Neptune
Holdings II, Inc. and nash_elmo Corp.
2.4 Amendment to Agreement and Plan of Merger dated
July 28, 2004 by and among Gardner Denver, Inc.,
Neptune Holdings II, Inc. and nash_elmo Corp.
2.5 Escrow Agreement dated September 1, 2004 by and
among Gardner Denver, Inc., Wells Fargo Bank,
National Association, as escrow agent, and Audax
Vacuum Corp.
2.6 Form of Transmittal Letter and Agreement.
10.1 Amended and Restated Credit Agreement dated
September 1, 2004 by and among Gardner Denver,
Inc., J.P. Morgan Securities, Inc., as lead
arranger, and the other lenders named therein.
99.1 Press release issued September 1, 2004.