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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): March 23, 1999
HUSSMANN INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
COMMISSION FILE NUMBER: 01-13407
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Delaware 43-1791715
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
12999 St. Charles Rock Road, Bridgeton, Missouri 63044-2483
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(Address of principal executive offices) (Zip Code)
(314) 291-2000
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(Registrant's telephone number, including area code)
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HUSSMANN INTERNATIONAL, INC.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 23, 1999, Hussmann International, Inc. (the "Company")
completed the acquisition of Koxka C.E., S.A. ("Koxka") by means of a
tender offer in accordance with applicable Spanish securities market
regulations. More than 99.8% of the outstanding shares of Koxka were
tendered. The Company paid approximately US$145 million in cash which
includes approximately US$10 million to settle a foreign currency
instrument used by the Company to lock in the U.S. dollar purchase price.
The Company financed the acquisition by borrowing US$145 million
under its five-year unsecured revolving Credit Agreement dated as of
January 23, 1998. The purchase price was based on arm's-length negotiations.
Koxka manufactures a complete line of commercial and industrial
refrigeration products at five manufacturing facilities located
throughout Spain. The Company intends to continue to use such assets in
its operation of the business formerly operated by Koxka.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
It is impractical to provide the financial statements required by this
item at the time of this filing. The audited financial statements of
the business acquired will be filed by amendment to this report on Form
8-K no later than June 7, 1999.
(b) Pro forma financial information.
It is impractical to provide the unaudited pro forma financial
information required by this item at the time of this filing. The
unaudited pro forma financial information of the business acquired will
be filed by amendment to this report on Form 8-K no later than June 7,
1999.
(c) Exhibits.
See the accompanying Exhibit Index for the list of Exhibits which
are filed as a part of this Form 8-K.
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, hereunto duly authorized.
HUSSMANN INTERNATIONAL, INC.
/s/ Michael D. Newman
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Michael D. Newman
Senior Vice President
and Chief Financial Officer
Dated: April 7, 1999
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Exhibit Index
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Exhibit
Number Description
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2 Share Purchase Agreement dated January 6, 1999 between Hussmann
International, Inc. and Vicente Guibert Azcue, Ramon Guibert
Encio, Inigo Guibert Encio, Jose Iriondo Murua, Juan Felix
Iriondo Altuna, Maria Elena Iriondo Altuna, Maria Teresa Iriondo
Altuna, and Florita Iriondo Altuna (incorporated by reference to
Exhibit 2.2 to Hussmann International, Inc.'s Annual Report on
Form 10-K filed with the Securities and Exchange Commission
("SEC") on March 31, 1999.)
99 Press Release dated March 30, 1999 (incorporated by reference
to Exhibit 99 to Hussmann International, Inc.'s Annual Report on
Form 10-K filed with the SEC on March 31, 1999.)
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