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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): January 6, 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 (I.R.S. Employer Identification No.)
of incorporation or organization)
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 5. OTHER EVENTS
On January 6, 1999, Hussmann International, Inc. ("Hussmann") announced
that it had signed a definitive agreement to acquire Koxka C.E., S.A.
("Koxka"), a Spanish company listed on the Madrid Stock Exchange, by
means of a public tender offer. The tender offer will be made in
accordance with applicable Spanish securities market regulations. The
transaction is valued at approximately US$145 million, assuming all
outstanding shares of Koxka are acquired. The tender offer is subject
to the receipt of tenders representing at least 80% of the issued and
outstanding shares of Koxka and customary closing conditions, including
administrative and regulatory approvals in the United States and Spain.
Although there can be no assurance that the acquisition will be
completed, the parties expect, subject to the satisfaction of all
conditions, to consummate the transaction during the first quarter of
1999.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit
Number
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99.1 Press Release: HUSSMANN AGREES TO ACQUIRE KOXKA; LEADING
COMMERCIAL REFRIGERATION COMPANY IN SPAIN
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: January 8, 1999
Exhibit Index
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Exhibit
Number Description
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99.1 Press Release: HUSSMANN AGREES TO ACQUIRE KOXKA; LEADING
COMMERCIAL REFRIGERATION COMPANY IN SPAIN
[DESCRIPTION] Press Release
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EXHIBIT 99.1
IMMEDIATE RELEASE
PATRICK T. FARRELL
314/298-6527
WWW.HUSSMANN.COM
HUSSMANN AGREES TO ACQUIRE KOXKA;
LEADING COMMERCIAL REFRIGERATION COMPANY IN SPAIN
St. Louis, MO, January 6, 1999 . . . Hussmann International, Inc., the
world's leading manufacturer of refrigerated food store equipment,
announced it has signed a definitive agreement with the majority
shareholders of Grupo Koxka (Koxka) the leading commercial refrigeration
company in Spain and Portugal, for Hussmann to acquire Koxka in a
transaction valued at approximately $145 million.
Under the terms of the agreement, Hussmann will commence a cash tender
offer for all outstanding shares of Koxka stock. Hussmann has a
purchase agreement with the two co-founding families of Koxka who
together control 80 percent of the company's shares. Twelve percent of
the shares outstanding are held by two Spanish companies, with members
of Koxka management and public investors controlling the remaining
eight percent.
Koxka, founded in 1966, has been listed on the Madrid Stock Exchange
since 1988. The company manufactures a complete line of commercial
refrigeration products, including standard and custom merchandising
display cases for supermarkets, beverage coolers, ice cream
merchandisers, and an array of other self-contained food merchandisers.
Additionally, Koxka manufactures heat exchange coils, evaporators and
condensers, both for internal use and for sale to other original
equipment manufacturers.
In calendar 1997, Koxka sales were $103 million. Projected 1998 sales
are expected to increase by approximately 25 percent, including an
estimated $9 million generated by eight distribution and contracting
companies acquired by Koxka earlier this year. The acquisition is
expected to be slightly accretive to Hussmann's earnings in 1999.
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"The addition of Koxka will contribute significantly to Hussmann's
worldwide industry-leading position," said J. Larry Vowell, President
and Chief Executive Officer of Hussmann. "It gives us the number one
position in Spain and Portugal, establishes a prominent market position
for Hussmann in continental Europe, and ensures a platform for future
growth in the European marketplace, which is second in size only to the
United States."
To date, Hussmann's European interests are primarily its operation in
the United Kingdom, which will produce sales of approximately $140
million in 1998. The combined sales of Hussmann U.K. and Koxka will
make Hussmann the third largest company in the industry in Europe.
Koxka employs approximately 750 people in five manufacturing facilities
throughout Spain. Its largest manufacturing operation is located
adjacent to the company's headquarters in Pamplona and produces remote
merchandising display cases for supermarkets and panels for walk-in
freezers under the Koxka name. The company's Baes operation in Huesca,
Spain, produces specialty merchandising cases for supermarkets, while
its Kobol operation in Peralta, Spain, manufactures industrial products
such as heat exchange coils, evaporators and condensers. The company
also operates two plants in Madrid under the Vedereca name. These
plants produce refrigerated bottle coolers for the beverage industry,
ice cream merchandisers primarily used for the sale of single-serve
frozen novelties, and self-contained display cases. (Self-contained
cases feature built-in refrigeration equipment, unlike supermarket cases
which are powered by remote refrigeration systems.)
"The strategic match of Hussmann and Koxka is a strong one," Vowell
said. "In addition to giving us a stronger position on the European
continent, the combination of the two companies offers a variety of
cross-over product synergies with little market duplication. Koxka
provides Hussmann with a cost effective product line in Europe and
developing markets in Eastern Europe, the Middle East, Africa, and Latin
America. Hussmann offers Koxka the critical size and distribution
network it needs to continue to grow internationally and an infusion of
new technology on a number of product fronts.
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"It's also a good time to be in Europe," Vowell said. "The move to a
common currency should improve the accessibility of all European
markets, and many of the top grocery chains driving global expansion are
based in Europe."
In recent years, Koxka has focused on international growth, implementing
an aggressive and successful expansion effort. During the last four
years, Koxka's export revenues have more than doubled and now represent
nearly 45 percent of consolidated company revenues. Much of the export
growth is in the European markets of France, Germany and the U.K.
Koxka's Latin American presence is also expanding rapidly from a small
base. High product quality and competitive pricing are fueling
international growth.
Hussmann International (NYSE: HSM) will launch its tender offer later in
January and expects to complete the transaction in February 1999.
Credit Suisse First Boston served as financial advisor to Hussmann in
this transaction.
Certain matters discussed in this press release are forward-looking
statements made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Such forward-looking
statements are based on management's beliefs and assumptions using
information currently available. Accordingly, Hussmann International's
actual results may differ materially from those projected, expressed or
implied in such forward-looking statements due to known and unknown
risks and uncertainties that exist in Hussmann International's
operations and business environment, including, among other factors,
Hussmann's failure to produce anticipated cost savings or improve
productivity; the timing and magnitude of capital investments, economic
and market conditions in the U.S. and worldwide; currency exchange
rates; changes in customer spending levels and continuation of growth in
significant developing markets such as Mexico, China and South America;
overall competitive activities; failure of Hussmann, its suppliers or
vendors to achieve Y2K compliance in a timely manner and other risks
described in Hussmann's filings with the Securities and Exchange
Commission. Hussmann International assumes no obligation to update
these forward-looking statements to reflect actual results, changes in
assumptions or changes in other factors affecting such forward-looking
statements.
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