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
August 27, 1999 (August 21, 1999)
Date of report (Date of earliest event reported)
OMNIQUIP INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-21461 43-1721419
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) File Number) Identification No.)
222 East Main Street
Port Washington, Wisconsin 53074
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (414) 268-8965
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Item 1. Changes in Control
OmniQuip International, Inc. (the "Company") has entered into an
Agreement and Plan of Merger, dated as of August 21, 1999, by and among the
Company, Textron Inc. ("Parent") and Telescope Acquisition Inc., a wholly-owned
subsidiary of Parent ("Purchaser"), pursuant to which Purchaser has agreed to
offer to purchase (the "Offer") all of the outstanding shares of common stock,
par value $0.01 per share, and the associated preferred stock purchase rights
issued pursuant to the Rights Agreement, dated as of August 21, 1998, as
amended, by and between the Company and First Chicago Trust Company of New York,
as Rights Agent, of the Company at a purchase price of $21.00 per share, net to
the seller in cash, without interest thereon. The Offer commenced on August 27,
1999 and will expire, unless otherwise extended, at 12:00 midnight, New York
City time, on September 24, 1999. The Merger Agreement provides, among other
things, that following completion of the Offer, upon the terms and subject to
the conditions set forth therein, and in accordance with the Delaware General
Corporation Law, Purchaser will be merged with and into the Company, and the
Company will become a wholly-owned subsidiary of Parent.
The foregoing description of the Merger Agreement does not purport
to be complete and is qualified in its entirety by reference to the text
thereof, which is filed as an exhibit hereto and incorporated herein by
reference thereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
(i) Agreement and Plan of Merger, dated as of August 21, 1999, by and
among OmniQuip International, Inc., Textron Inc. and Telescope
Acquisition Inc. (incorporated herein by reference to Exhibit 1 of the
Schedule 14D-9 filed by OmniQuip International, Inc. on August 27,
1999 (the "Schedule 14D-9")).
(ii) Joint Press Release issued by OmniQuip International, Inc. and Textron
Inc. on August 23, 1999 (incorporated herein by reference to Exhibit 3
of the Schedule 14D-9).
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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, thereunto duly authorized.
OMNIQUIP INTERNATIONAL, INC.
Dated: August 27, 1999 By:/s/ P. Enoch Stiff
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P. Enoch Stiff
President and Chief Executive Officer
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INDEX TO EXHIBITS
Exhibit
No. Description
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2 Agreement and Plan of Merger, dated as of August 21, 1999,
by and among OmniQuip International, Inc., Textron Inc. and
Telescope Acquisition Inc. (incorporated herein by reference
to Exhibit 1 of the Schedule 14D-9 filed by OmniQuip
International, Inc. on August 27, 1999 (the "Schedule
14D-9")).
99 Joint Press Release issued by OmniQuip International, Inc.
and Textron Inc. on August 23, 1999 (incorporated herein by
reference to Exhibit 3 of the Schedule 14D-9).
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