UNITED STATES
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): March 8, 2005
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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 8, 2005, Gardner Denver, Inc., a Delaware corporation (the
"Company"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Thomas Industries Inc., a Delaware corporation ("Thomas
Industries"), and PT Acquisition Corporation, a Delaware corporation and a
direct wholly-owned subsidiary of the Company (the "Merger Sub"). The Merger
Agreement provides that, upon the terms and subject to the conditions set
forth in the Merger Agreement, the Merger Sub will merge with and into
Thomas Industries, with Thomas Industries continuing as the surviving
corporation and a direct wholly-owned subsidiary of the Company (the
"Merger").
At the effective time and as a result of the Merger, stockholders
of Thomas Industries will become entitled to receive $40.00 in cash in
exchange for each issued and outstanding share of Thomas Industries common
stock. At the effective time of the Merger, holders of each outstanding
stock option, stock appreciation right and performance share issued under
Thomas Industries' equity compensation plans will also become entitled to
receive $40.00 in cash, less the applicable exercise price in the case of
stock options, subject to applicable withholding or other taxes.
The Company and Thomas Industries have made customary
representations, warranties and covenants in the Merger Agreement. The
completion of the Merger is subject to approval by the stockholders of
Thomas Industries and the satisfaction of other customary conditions,
including antitrust approval from U.S. and foreign governmental entities.
The Merger Agreement contains certain termination rights for both
the Company and Thomas Industries. Thomas Industries will be required to pay
the Company a $12 million termination fee if any of the following occur:
o the Company terminates the Merger Agreement because Thomas
Industries' board of directors withdraws its recommendation of
the Merger;
o the stockholders of Thomas Industries fail to approve the Merger
Agreement following the withdrawal by Thomas Industries' board
of directors of its recommendation of the Merger; or
o Thomas Industries terminates the Merger Agreement to accept a
superior alternative transaction proposal.
Thomas Industries may also be obligated to reimburse the Company
for up to $3 million in transaction expenses if the Merger Agreement is
terminated by the Company under certain circumstances.
The Company may be required to pay Thomas Industries a $5 million
termination fee if the Merger Agreement is terminated under certain
circumstances.
The foregoing description of the Merger and the Merger Agreement
does not purport to be complete and is qualified in its entirety by
reference to the complete text of the Merger Agreement, which is filed as
Exhibit 2.1 hereto and incorporated herein by reference.
ITEM 7.01. REGULATION FD DISCLOSURE.
On March 9, 2005, the Company issued a press release announcing
that it had entered into the Merger Agreement with Thomas Industries. A copy
of the press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
The Company also prepared a slide presentation relating to the
Thomas Industries transaction, which was made available to investors during
an online conference on March 9, 2005. A copy of that presentation is
attached hereto as Exhibit 99.2.
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 within the period specified in Form S-K,
Item 9.01(a)(4).
(b) Pro Forma Financial Information.
To be filed 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 March 8, 2005
among Garner Denver, Inc., PT Acquisition
Corporation and Thomas Industries Inc.
99.1 Press release issued March 9, 2005.
99.2 Investor presentation released on March 9, 2005.
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: March 9, 2005 GARDNER DENVER, INC.
By: /s/ Helen W. Cornell
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Helen W. Cornell
Vice President, Finance and CFO
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Merger dated March 8, 2005
among Garner Denver, Inc., PT Acquisition
Corporation and Thomas Industries Inc.
99.1 Press release issued March 9, 2005.
99.2 Investor presentation released on March 9, 2005.