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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION
14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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HUSSMANN INTERNATIONAL, INC.
(Name of Subject Company)
HUSSMANN INTERNATIONAL, INC.
(Name of Person Filing Statement)
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COMMON STOCK, $0.001 PAR VALUE PER SHARE
(Title of Class of Securities)
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448110 10 6
(CUSIP Number of Class of Securities)
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BURTON HALPERN, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
HUSSMANN INTERNATIONAL, INC.
12999 ST. CHARLES ROCK ROAD
BRIDGETON, MISSOURI 63044-2483
(314) 291-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notice
and Communications on Behalf of the Person Filing Statement)
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Copy to:
RICHARD D. KATCHER, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
(212) 403-1000
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|X| Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer
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<PAGE>
[Hussmann International, Inc. Logo]
May 12, 2000
Dear Fellow Hussmannites,
Today we announced an agreement under which a tender offer will be made by the
Ingersoll-Rand Company to acquire the outstanding stock of Hussmann
International for $29.00 a share in cash. (Attached is a joint news release
announcing same.)
This price per share in my judgment indicates the intrinsic value of Hussmann
and provides our shareholders over a 100% premium to the pre-announcement market
value. A home run for the Hussmann investment community.
But that's not what this memo is about; this memo is about how I feel this
merger could affect our employees.
My straight forward, candid answer is, I see nothing but upside opportunity for
you and the Company.
I realize this comes as a surprise and wish we could have talked about it with
you before the announcement. But because we and Ingersoll-Rand are both public
companies, we simply couldn't do that.
Legally, we could not talk to either of our employee groups before we released
this information to our stockholders and the public.
Ingersoll-Rand is a superb company. In my Hussmann career, we have been owned by
a food company, a conglomerate and a beverage company. This will be the first
time we will be owned by a large, broad-based manufacturing company. This has
distinct advantages for us in understanding and support for our business.
As compared to Hussmann being an independent public company, Ingersoll-Rand's
size and financial markets presence will give us enhanced stability and access
to capital resources despite today's turbulent financial markets.
Ingersoll-Rand also has extensive global operations which are a platform on
which we can accelerate our expansion into a truly global enterprise able to
serve our global customers, wherever they operate, from our own nearby bases.
<PAGE>
-2-
Ingersoll-Rand's primary interest in the acquisition of Hussmann is to include
us alongside their Thermo King business unit as their first step to develop a
world class Climate Control Refrigeration Company.
Hussmann International, Inc., therefore, will remain intact, and report
directly to Ingersoll-Rand's Chairman and CEO.
Besides, the synergy of opportunities mentioned earlier, Ingersoll-Rand has
revenues approaching eight (8) billion, operating income of 1.1 billion and free
cash flow of over 500 million.
With this kind of firepower as support, we will no doubt be able to grow
Hussmann at a much faster rate than we had planned.
While all of this is good rationale for combining our businesses, I know each of
us is concerned about what the impact will be on us and our associates. Near
term, I expect things will stay pretty much as they are today.
Although there may be some opportunities for both companies to get better
utilization of some of our facilities without disruption of either company's
operations.
All Hussmann options will vest and be cashed out for the difference between the
strike price and the $29.00 net price per share. The difference per share will
be taken as ordinary income.
No benefits, comp plans, etc., will be affected in 2000. Everything that's
in place. . .will stay in place.
The Ingersoll-Rand tender offer is expected to close before June 30 [unless
extended] and is subject to a majority of Hussmann's outstanding shares on a
fully diluted basis being validly tendered, and to customary government filings
and other customary conditions. We expect the offer to be consummated by the end
of the second quarter.
During the interim, just continue that Hussmann maximum effort to bring in
another record year.
We will be communicating other details as they unfold, as well as, I am in the
midst of planning as many field trips as possible to expand our employee
communication.
Hang in there. . .and trust me when I say, this is a "win-win" for the Company
and its employees.
/s/ J. Larry Vowell
J. Larry Vowell
<PAGE>
-3-
Investors and security holders are strongly advised to read the Hussmann
International solicitation/recommendation statement regarding the tender offer
referred to in this e-mail when it becomes available, because it will contain
important information. The solicitation/recommendation statement will be filed
by Hussmann with the Securities and Exchange Commission ("SEC"). Investors and
security holders may obtain a free copy of this statement (when available) and
other documents filed by Hussmann at the SEC's web site at www.sec.gov. The
solicitation/recommendation statement and such other documents may be obtained
by Hussmann International stockholders free of charge by contacting the
information agent, Georgeson Shareholders Communications, Inc.,
at (800) 223-2064.
