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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 12, 2000
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 5. OTHER EVENTS
a) Agreement Between Hussmann International, Inc. and Richard G. Cline
On January 12, 2000 Hussmann International, Inc. ("Hussmann" or the
"Company") and Richard G. Cline, Chairman of the Board of Hussmann,
signed an agreement pursuant to which Mr. Cline agreed, pending his re-
election to the Board of Directors of Hussmann at the Company's 2000
Annual Meeting of Stockholders, to extend his term as Chairman of the
Board of Directors for a period of twelve months expiring on January 31,
2001. The agreement is attached as Exhibit 10 hereto and incorporated
by reference herein.
b) Date of 2000 Annual Meeting of Stockholders and Submission of Matters
for Vote at the 2000 Annual Meeting
Hussmann's 2000 Annual Meeting of Stockholders will be held in St.
Louis, Missouri on May 18, 2000. Pursuant to the Company's Amended and
Restated By-Laws, nominations of persons for election to the Board of
Directors of the Company and proposals of business to be considered by
stockholders at the 2000 Annual Meeting must be received by the Company
no earlier than the close of business on January 14, 2000 nor later than
the close of business on February 13, 2000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit
Number Description
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3 Amended and Restated By-Laws (incorporated by reference to
Exhibit 3 to Hussmann International, Inc.'s Form 10-Q for
the quarter ended June 30, 1999.)
10 Agreement between Richard G. Cline and Hussmann
International, Inc.
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/ Burton Halpern
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Burton Halpern
Vice President, General Counsel and
Secretary
Dated: January 14, 2000
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Exhibit Index
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Exhibit
Number Description
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3 Amended and Restated By-Laws (incorporated by reference to
Exhibit 3 to Hussmann International, Inc.'s Form 10-Q for the
quarter ended June 30, 1999).
10 Agreement between Richard G. Cline and Hussmann International,
Inc.
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EXHIBIT 10
Hussmann International, Inc. Hussmann International, Inc.
12999 St. Charles Rock Road
Bridgeton, MO 63044-2483
Burton Halpern
Vice President, General Counsel
and Secretary
January 12, 2000
Richard G. Cline
Suite 300
4200 Commerce Court
Lisle, IL 60532
Dear Mr. Cline:
I am writing to you at the request and with the unanimous
authorization of the Board of Directors of Hussmann International, Inc.
(the "Company") to confirm the decision to extend your service as
Chairman (the "Chairman") of the Board of Directors of the Company on
the following terms:
1. Your agreement to serve as Chairman of the Board of Directors of
the Company terminates as of January 31, 2000. Your initial term as a
Director of the Company is due to expire at the 2000 Annual Meeting of
Stockholders of the Company (presently scheduled for May 18, 2000). The
parties desire to extend your term as Chairman of the Board to expire as
of the Annual Meeting and pending your re-election to the Board, your
position as Chairman would continue for a total of 12 months expiring
January 31, 2001.
2. You will also continue to serve as Chairman of the Board of
Hussmann Corporation, the Company's principal operating subsidiary.
3. Your duties as Chairman will include those customarily performed
by the Chairman of a publicly-owned corporation, such as establishing
the organization of the Board and appropriate corporate governance
processes, presiding at all meetings of the Board of Directors, working
with the President and Chief Executive Officer on agendas for regularly
scheduled meetings of the Board and on arrangements for any special
meetings of the Board, communicating regularly with the President and
Chief Executive Officer on the business, plans and performance of the
Company, and carrying out such other responsibilities as the Board of
Directors may from time to time reasonably request.
4. You will not be an employee of the Company, and you will not be
eligible to participate in any of the Company's employee benefit plans.
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5. Your compensation under this Agreement will be:
(A) $400,000 per annum (paid monthly); and
(B) the grant of a 10-year nonqualified option to purchase
100,000 shares of the Company's common stock at the closing price on the
New York Stock Exchange on February 1, 2000 which shall be exercisable
on the first anniversary thereof. All of the options will become
immediately exercisable upon the occurrence of a merger or change in
control of the Company, as that term is commonly understood.
The foregoing compensation shall be in lieu of all other
compensation which you would otherwise be eligible to receive as a
Director of the Company.
6. The Company will reimburse you for all reasonable business
expenses that you incur under this Agreement and will make available to
you a corporate aircraft, subject to availability, recognizing priority
is given to customers and other corporate needs, to assist you in
carrying out your responsibilities under this Agreement. For a period
of 30 months from February 1, 2000 the Company will also (A) cover the
cost to you of maintaining a suitable office in the Chicago area and (B)
employ a full-time administrative assistant (to be selected by you), who
will become an employee of Hussmann Corporation.
7. Subject to the last sentence of paragraph 8, the compensation
arrangements set forth in paragraph 5 and the office and administrative
assistant arrangements set forth in paragraph 6 are guaranteed to you
for the 12 month period as to compensation and the 30 month period as to
the cost of your office and administrative assistant, in all events
(including the possibility that you die or become disabled, that a
merger, change in control or restructuring of the Company occurs, or
that the Board of Directors decides to replace you other than for Cause
or to eliminate the position of Chairman of the Board), except only the
situation in which you, on a voluntary basis, resign from the position
of Chairman or are relieved of that position for Cause. For purposes of
this Agreement, the term "Cause" shall mean:
(A) your willful and continued failure to substantially perform
your duties with the Company (other than any failure resulting from your
being disabled) within a reasonable period of time after a written
demand for substantial performance is delivered to you by the Board,
which demand specifically identifies the manner in which the Board
believes that you have not substantially performed your duties;
(B) your engaging in conduct which is demonstrably and
materially injurious to the Company, monetarily or otherwise; or
(C) your engaging in egregious misconduct involving serious
moral turpitude to the extent that, in the reasonable judgment of the
Company's Board, your credibility and reputation no longer conform to
the standard of the Company's executives.
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For purposes of this Agreement, no act, or failure to act, on your
part shall be deemed "willful" unless done, or omitted to be done,
by you not in good faith and without reasonable belief that your
action or omission was not contrary to the best interest of the
Company.
8. Subject to the last sentence of this paragraph, in the event that
you do not (for any reason other than voluntary resignation, or
termination of your service by the Board of Directors for Cause) serve
the full 12 month term contemplated by this Agreement, the balance of
the cash compensation due under paragraph 5(A) shall become due and
payable in a lump sum, and the entire stock option provided for in
paragraph 5(B) will become immediately exercisable. In that
circumstance, the compensation of your administrative assistant, and the
cost of maintaining your office, will be continued for the balance of
the 30 month term contemplated by paragraph 6. In the event you are not
re-elected to the Board of Directors, the cash compensation arrangements
set forth in paragraph 5(A), guaranteed to you under paragraph 7 and
payable under this paragraph 8 shall be pro-rated for the period that
you have served as Chairman.
9. Any dispute under this Agreement shall be resolved by arbitration
under the laws of the State of Delaware and the Rules of the American
Arbitration Association, provided that the arbitrators shall all be
individuals experienced in dealing with the business and affairs of
publicly-owned corporations.
10. The Board of Directors and you recognize that you and the Board
might decide to extend the term of your service as Chairman of the Board
beyond the 12 month term contemplated by this Agreement. In that event
the terms of any future service by you shall be those which you and the
Board of Directors agree upon.
If these terms are acceptable to you, please execute a copy of
this Agreement and return it to me.
Very truly yours,
HUSSMANN INTERNATIONAL, INC.
By /s/ J. Larry Vowell
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President and Chief Executive Officer
HUSSMANN CORPORATION
By /s/ J. Larry Vowell
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President and Chief Executive Officer
Accepted and agreed:
/s/ Richard G. Cline
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Richard G. Cline
