FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): December 20, 2000
THE VALSPAR CORPORATION
Delaware 1-3011 36-2443580
---------------------------- ----------------------- -------------------
(State or other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
1101 Third Street South, Minneapolis, Minnesota 55415
----------------------------------------------- -------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (612)332-7371
Not Applicable
-------------------------------------------------------------------------------
(former name or former address, if changed, since last report)
<PAGE>
Item 2. Acquisition or Disposition of Assets
---------------------------------------------
On December 20, 2000, The Valspar Corporation (the "Company") completed the
acquisition of Lilly Industries, Inc., pursuant to the terms of an Agreement and
Plan of Merger dated June 23, 2000 (the "Agreement") among Lilly Industries,
Inc. ("Lilly Industries"), the Company and Val Acquisition Corp., a wholly-owned
subsidiary of the Company. Following the merger, Lilly Industries became a
wholly-owned subsidiary of the Company.
Lilly Industries is an industrial coatings and specialty chemicals
manufacturer with reported net sales of $656.2 million in fiscal 1999 with 26
manufacturing plants worldwide, including plants or sales offices in the United
States, Australia, Canada, China, Germany, Ireland, Malaysia, Mexico, Singapore,
Taiwan and the United Kingdom.
Lilly Industries' products include wood coatings for furniture, building
products and kitchen cabinets, metal coatings for building products, appliances
and agricultural and construction equipment, and composites and glass coatings
for the marine, transportation and global mirror industries.
Pursuant to the Agreement, the Company acquired all outstanding shares of
Lilly Industries common stock for $31.75 per share in cash. The total value of
the transaction is approximately $975 million, including the assumption of $213
million in debt.
The consideration for the acquisition was financed with borrowings from the
Company's primary credit facility with a syndicate of 32 banks led by The Chase
Manhattan Bank, as Administrative Agent, Bank of America, N.A., Citicorp USA,
Inc., and Wachovia Bank, N.A., as Co-Syndication Agents and Co-Documentation
Agents.
<PAGE>
Item 7. Financial Statements and Exhibits
------------------------------------------
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
It is currently impracticable to provide the required financial
statements of the acquired business. Pursuant to paragraph (a)(4) of
Item 7 of Form 8-K, such financial information will be filed by
amendment not later than 60 days after the due date of this report on
Form 8-K.
(b) PRO FORMA FINANCIAL INFORMATION.
It is currently impracticable to provide the required pro forma
financial information. Pursuant to paragraph (b)(2) of Item 7 of Form
8-K, such financial information will be filed by amendment not later
than 60 days after the due date of this report on Form 8-K.
(c) EXHIBITS.
1 Agreement and Plan of Merger between Lilly Industries, Inc., Val
Acquisition Corp. (a wholly-owned subsidiary of the registrant)
and the registrant made and entered into as of June 23, 2000,
incorporated by reference to Appendix A to the Definitive Proxy
Statement filed by Lilly Industries, Inc. on August 22, 2000.
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.
THE VALSPAR CORPORATION
By /s/Rolf Engh
--------------------
Name: Rolf Engh
Title: Secretary
Date: January 4, 2001
