==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION
14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
--------------
HUSSMANN INTERNATIONAL, INC.
(Name of Subject Company)
HUSSMANN INTERNATIONAL, INC.
(Name of Person Filing Statement)
--------------
COMMON STOCK, $0.001 PAR VALUE PER SHARE
(Title of Class of Securities)
--------------
448110 10 6
(CUSIP Number of Class of Securities)
--------------
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)
--------------
Copy to:
RICHARD D. KATCHER, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
(212) 403-1000
--------------
|X| Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer
==============================================================================
<PAGE>
- --------------------------------------------------NEWS RELEASE
Contact: Joe Fimbianti (IR Analyst Contact)
(201) 573-3113
Paul A. Dickard (IR Media Contact)
(201) 573-3120
David Myers (Hussmann Contact)
(314) 298-6527
- -------------------------------------------------------------------------------
INGERSOLL-RAND TO ACQUIRE HUSSMANN INTERNATIONAL
FOR $1.83 BILLION
--Acquisition Expected to Be Immediately Accretive to Earnings in 2000
By Two to Five Cents Per Share--
--Accelerates Growth Opportunities for IR in Global Climate Control--
Woodcliff Lake, NJ, and Bridgeton, MO, May 12, 2000 -- Ingersoll-Rand Company
(NYSE:IR), a leading diversified industrial firm, today announced that it has
signed a definitive agreement to expand its global climate control business by
acquiring Hussmann International, Inc. (NYSE:HSM), the world's leading
manufacturer of foodstore equipment and commercial refrigeration products. IR
expects the acquisition to be immediately accretive to earnings per share by two
to five cents for the year ending December 31, 2000, and by 15 to 20 cents in
2001, the first full year of combined operations. In addition, the company
expects to achieve a return on invested capital of 15% from this transaction by
2004.
The transaction is valued at approximately $1.83 billion, including the
assumption of approximately $275 million of debt. Under terms of the definitive
merger agreement, which has been approved by the boards of directors of both
companies, IR will pay $29.00 in cash for each of Hussmann's approximately 50.6
million common
-more-
<PAGE>
-2-
shares and will redeem all outstanding Hussmann stock options. The agreement
provides for an all-cash tender offer by a subsidiary of IR for all of
Hussmann's outstanding shares of common stock to commence within five business
days. The tender is expected to close before June 30, and is subject to the
valid tender of at least a majority of the outstanding Hussmann shares, on a
fully diluted basis, and to customary government filings and other customary
conditions.
Herbert L. Henkel, Ingersoll-Rand chairman, president and chief executive
officer, said, "The acquisition of Hussmann International significantly expands
IR's presence in climate control, which is one of our four key global growth
sectors. It perfectly fits the long-term business plan we have communicated to
our shareholders, the investment community and our employees."
He continued: "Hussmann's organic growth rate of 6% to 8% per year is
consistent with the revenue growth targets we have established for IR overall
through the year 2004. We expect this growth to be driven by several key factors
and trends, such as consumer demand for fresh, frozen and prepared foods and
beverages, as well as the consolidation of grocery chains, both of which are
causing extensive store remodeling. We also are enthusiastic about the
opportunity to meet the needs of the emerging e-grocer segment through our
combined Thermo King and Hussmann offerings."
Henkel added: "The combination of our existing Thermo King solution set
for refrigerated food transport with the Hussmann product range creates a
one-stop resource in the $25 billion global 'cold chain' that can provide
products and services for the storage, transportation and retailing of food. In
addition, Hussmann's extensive international manufacturing assets provide the
capacity to serve the growing European, Asian and Latin American markets. By
sharing these manufacturing facilities on a global scale, we can reduce the need
for capital expenditures that would otherwise have been required for the global
expansion of our climate control operations."
He concluded: "On a combined basis, our climate control operations will
have revenues of approximately $2.8 billion by 2001. We expect the profitable
growth of this business to be enhanced as we realize cumulative operating
synergies of more than $100 million by 2003. The expected synergies should
include purchasing and procurement savings generated by increased volume and
improvements in
-more-
<PAGE>
-3-
manufacturing, general and administrative costs. Also, we will
quickly and cost-efficiently complete our planned international expansion in the
climate control business by building on Hussmann's existing worldwide
manufacturing capabilities."
"As a result of these expected efficiencies, we are confident that the
climate control sector will achieve IR's company-wide targeted goal for
operating margins of 15% and will help solidify our overall EPS growth goal of
15% in 2001 and beyond. Furthermore, the immediately accretive nature of this
transaction reinforces our forecast of achieving diluted earnings per share of
around $4.00 for 2000."
J. Larry Vowell, Hussmann International president and chief executive
officer, said, "Hussmann's board of directors has unanimously approved the
merger agreement and agreed to recommend the tender offer to Hussmann
shareholders. The $29.00 offer price represents a significant premium over our
closing price today. In addition to the transaction being an excellent one for
our shareholders, we are pleased to be joining a diversified industrial leader
such as IR and are excited about the possibilities for growth that this new
relationship offers Hussmann International, our people and our customers. As the
company that pioneered the first refrigerated displays for perishables in food
retailing, Hussmann is highly respected for providing innovative solutions to
help our customers store and market fresh and prepared foods. By linking our
experience and capabilities with IR's leadership in refrigerated transport
solutions, we are confident that we will be able to capitalize on the
increasing, global opportunities associated with food infrastructure,
distribution, and preservation needs."
Based just outside of St. Louis in Bridgeton, Missouri, Hussmann
International is the leader in the design, production, installation and service
of merchandising and refrigeration systems for the global food industry with
1999 sales of $1.3 billion. The Company has a global presence with approximately
29% of its revenues generated outside the United States and Canada.
The Company operates 25 manufacturing facilities in nine countries:
Australia, Brazil, Canada, China, Mexico, New Zealand, Spain, the United Kingdom
and the United States. Hussmann International employs approximately 9,100 people
and distributes and services its products through a worldwide network that
reaches 80 countries in North America, Latin America, Europe, the Middle East,
Africa, and Asia Pacific.
-more-
<PAGE>
-4-
Hussman International designed the first meat display case in 1917 and the
first frozen food case for Clarence Birdseye in 1933. Today, Hussman offers a
variety of products, including refrigerated and non-refrigerated display
merchandisers, refrigeration systems and controls, beverage coolers, air
handlers, evaporative condensers, heat exchange coils, and walk-in storage
coolers and freezers.
IR's Thermo King unit, acquired in October 1997, is the leader in
providing transport temperature control equipment used in the delivery of
fresh foods and other perishables throughout the world. It had revenues of
approximately $1.2 billion in 1999.
Financial advisors for the transaction are Goldman Sachs for IR, and
Credit Suisse First Boston for Hussmann.
Ingersoll-Rand is a major diversified industrial equipment and components
manufacturer serving the global growth markets of Climate Control, Industrial
Productivity, Infrastructure Development and Security and Safety. Further
information on Ingersoll-Rand can be found on the company's World Wide Web site
at www.ingersoll-rand.com.
This news release includes "forward-looking statements" that involve risks
and uncertainties. Political, economic, climatic, currency, tax, regulatory,
technological, competitive and other factors could cause actual results to
differ materially from those anticipated in the forward-looking statements.
Additional information regarding these risk factors and uncertainties is
detailed from time to time in the company's SEC filings, including but not
limited to its report on Form 10-Q for the quarter ended March 30, 2000.
# # #
Hussmann International, Inc., shareholders are advised to read the tender offer
statement regarding the acquisition of Hussmann International, Inc., referenced
in this press release, which will be filed by IR Merger Corporation and
Ingersoll-Rand Company with the U.S. Securities and Exchange Commission
and the related solicitation/recommendation statement which will be filed
by Hussman International, Inc., with the Commission. The tender offer statement
(including an offer to purchase, letter of transmittal and related
tender offer documents) and the solicitation/recommendation statement will
contain important information which should be read carefully before any
decision is made with respect to the offer. These documents will be made
available to all shareholders of Hussmann International, Inc., at no
expense to them, by contacting the information agent, Georgeson Shareholders
Communications, Inc. Shareholders in the U.S. and Canada please call
(800) 223-2064; shareholders outside the U.S. and Canada please call
collect 011-44-207-335-7296. These documents also will be available at no
charge at the SEC's website at www.sec.gov.
