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
September 27, 1999 (September 27, 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
<PAGE>
Item 1. Changes in Control
On September 27, 1999, Textron Inc., a Delaware corporation
("Parent"), announced that its wholly-owned subsidiary, Telescope Acquisition
Inc., a Delaware corporation ("Purchaser"), had accepted for payment 13,259,144,
or approximately 93%, of the outstanding shares of common stock, par value $0.01
per share, including the associated preferred stock purchase rights issued
pursuant to the Rights Agreement between OmniQuip International, Inc. (the
"Company" or the "Registrant") and First Chicago Trust Company of New York, as
Rights Agent, dated as of August 21, 1998, as amended (the "Shares"), of the
Company, tendered in response to Purchaser's tender offer (the "Offer") for all
outstanding Shares of the Company at a price of $21.00 per Share, net to the
seller in cash, without interest thereon. The Offer expired, as scheduled, at
12:00 midnight, New York City time, on Friday, September 24, 1999.
The Offer, commenced on August 27, 1999, was made pursuant to an
Agreement and Plan of Merger, dated as of August 21, 1999 (the "Merger
Agreement"), by and among Parent, Purchaser and the Company. The merger of
Purchaser into the Company is expected to occur on September 27, 1999.
The Company has been advised by Purchaser and Parent that the
total amount of funds required by Purchaser to purchase all Shares on a fully
diluted basis and pay related fees and expenses is expected to be approximately
$320 million. Matters relating to the funding of the capital contribution are
set forth in Section 9 ("Source and Amount of Funds") on pages 19-20 of the
Offer to Purchase, dated as of August 27, 1999, a copy of the form of which is
attached as Exhibit (a)(1) to the Schedule 14D-1 filed by Parent on August 27,
1999, as amended (the "Schedule 14D-1"), and which Section 9 is incorporated
herein by reference.
1
<PAGE>
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 the Company, Parent and
Purchaser (incorporated herein by reference to
Exhibit 1 of the Schedule 14D-9 filed by the
Company on August 27, 1999).
(ii) Press Release issued by Parent on September 27,
1999 regarding completion of the Offer.
(iii) Section 9 ("Source and Amount of Funds") on pages
19-20 of the Offer to Purchase (incorporated
herein by reference to Exhibit (a)(i) to the
Schedule 14D-1 filed by Parent and Purchaser).
2
<PAGE>
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: September 27, 1999 By: /s/ P. Enoch Stiff
-----------------------------------------
P. Enoch Stiff
President and Chief Executive Officer
<PAGE>
INDEX TO EXHIBITS
Exhibit
No. Description
- --------------- ------------------------------------------------------------
2 Agreement and Plan of Merger, dated as of August 21, 1999,
by and among the Company, Parent and Purchaser (incorporated
herein by reference to Exhibit 1 of the Schedule 14D-9 filed
by the Company on August 27, 1999).
99.1 Press Release issued by Parent on September 27, 1999
regarding completion of the Offer.
99.2 Section 9 ("Source and Amount of Funds") on pages 19 - 20 of
the Offer to Purchase (incorporated herein by reference to
Exhibit (a)(i) to the Schedule 14D-1 filed by Parent and
Purchaser).
Contact Information:
Mary Lovejoy (Textron Investor Contact): 401-457-6009
Susan Tardanico (Textron Media Contact): 401-457-2354
Tom Breslin (OmniQuip Contact): 414-268-3105
FOR IMMEDIATE RELEASE
TEXTRON ACQUIRES APPROXIMATELY 93% OF OUTSTANDING OMNIQUIP
SHARES; ACQUISITION NEARS COMPLETION
Providence, RI and Port Washington, WI - September 27, 1999 -
Textron Inc. (NYSE: TXT) today announced that its tender offer for shares of
OmniQuip International, Inc. (NASDAQ: OMQP) common stock expired as scheduled at
12:00 midnight EST on Friday, September 24, 1999, and that approximately 93% of
OmniQuip shares have been acquired pursuant to the offer.
Telescope Acquisition Inc., a wholly owned subsidiary of Textron,
has accepted for purchase all shares validly tendered and not withdrawn prior to
the expiration of this offer. Based on information provided by Citibank, N.A.,
as depositary, a total of 13,259,144 shares of OmniQuip's common stock have been
acquired pursuant to the offer by Telescope Acquisition (including 115,060
shares of common stock subject to guarantee of delivery) out of a total of
approximately 14.3 million shares of OmniQuip common stock currently
outstanding.
"With demand for its products expected to increase more than 10%
per year, OmniQuip establishes a promising growth platform within our Industrial
segment while being accretive to Textron's earnings in the first year," said
Textron Chairman and Chief Executive Officer Lewis B. Campbell. OmniQuip's
fiscal 1999 sales are expected to be $520 million.
1
<PAGE>
Because Textron has acquired more than 90% of OmniQuip's common
stock, the second step of the OmniQuip acquisition can occur without a meeting
or vote of OmniQuip's shareholders. In the second step of the acquisition,
Telescope Acquisition will be merged with and into OmniQuip, and each OmniQuip
share of common stock not previously purchased in the tender offer (other than
shares owned by Textron, Telescope Acquisition, OmniQuip or any direct or
indirect wholly owned subsidiaries of Textron or OmniQuip, which will be
canceled, and other than shares, if any, for which stockholders have properly
exercised appraisal rights) will be converted into the right to receive $21.00
in cash, without any interest thereon. The merger is expected to close by
October 1, 1999.
OmniQuip, which has approximately 1,600 employees at 16 locations
in the U.S., U.K., Australia and New Zealand, is the largest North American
producer of telescopic material handlers. The company also manufactures aerial
work platforms, skid steer loaders, power lifters and power haulers and markets
a line of mini-excavators. OmniQuip's products are used in a wide variety of
applications by commercial and residential building contractors, as well as by
customers in other construction, military, industrial and agricultural markets.
Additional information is available at www.omniquip.com
Textron Inc. is a $10 billion, global, multi-industry company
with market-leading businesses in Aircraft, Automotive, Industrial and Finance.
Textron has a workforce of over 64,000 employees and major manufacturing
facilities in 23 countries. Textron is among Fortune magazine's "America's Most
Admired Companies." Additional information is available at www.textron.com.
2
