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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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):
May 22, 2000 (May 11, 2000)
HUSSMANN INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
001-13407 43-1791715
(Commission File No.) (IRS Employer Identification No.)
12999 ST. CHARLES ROCK ROAD BRIDGETON, MO 63044-2483
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(314) 291-2000
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ITEM 5. OTHER EVENTS
References to "we," "us," "our," "Hussmann International" or "the
Company" mean Hussmann International, Inc.
Effective May 11, 2000, we entered into an Agreement and Plan of Merger
(the "Merger Agreement") with Ingersoll-Rand Company ("Ingersoll") and IR Merger
Corporation, a wholly owned subsidiary of Ingersoll (the "Purchaser"), which
provides for a tender offer (the "Offer") by the Purchaser to purchase all of
the outstanding shares of common stock, par value $.001 per share, of Hussmann
International, and that, following completion of the Offer, the Purchaser will
be merged with and into Hussmann International (the "Merger"), all in accordance
with the terms and subject to the conditions set forth in the Merger Agreement.
Our Rights Agreement with First Chicago Trust Company of New York, as
Rights Agent, as amended and restated as of July 15, 1999 (the "Rights
Agreement"), generally provides, among other things, that the Rights issued
thereunder will become exercisable on the close of business on the 10th business
day (or a later date determined by our board before any person or group becomes
an "Acquiring Person," by obtaining beneficial ownership of 15% or more of our
outstanding common stock) after a person or group commences a tender or exchange
offer which, if consummated, would result in that person or group becoming an
Acquiring Person. We refer to the date when the Rights become exercisable as the
"Distribution Date," and the first date of public announcement that an Acquiring
Person becomes such as a "Stock Acquisition Date."
We have amended our Rights Agreement to provide that:
o neither Ingersoll nor the Purchaser will become an Acquiring Person
solely as a result of the approval, execution or delivery of the Merger
Agreement, or the consummation of the Offer, the Merger or the other
transactions contemplated by the Merger Agreement; and
o neither the approval, execution or delivery of the Merger Agreement nor
the consummation of the Offer, the Merger or the other transactions
contemplated by the Merger Agreement, will (i) give holders of the
Rights any rights to purchase shares of our common stock or of any
other party to the Merger Agreement, (ii) result in the occurrence of a
Stock Acquisition Date, Distribution Date or other separation of the
Rights from the underlying common stock, (iii) entitle the holders of
the Rights to exercise them, or (iv) otherwise affect the holders of
the Rights.
In addition, we have amended the Rights Agreement to provide that the
Rights will expire on the earliest of (i) the close of business on December 31,
2007, (ii) the time at which the Rights are redeemed, (iii) the time at which
the Rights are exchanged as provided in the Rights Agreement, or (iv) the time
immediately prior to the initial purchase of shares of our common stock in the
Offer contemplated by the Merger Agreement.
The foregoing summary of the amendment to our Rights Agreement is not
complete and is qualified in its entirety by reference to the full text of the
amendment, which is filed as Exhibit
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4 hereto and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
4 Amendment to Rights Agreement, dated as of May 11, 2000, by
and between Hussmann International, Inc. and First Chicago
Trust Company of New York (incorporated by reference to
Exhibit 4.7 to Form 10/A No. 5 of Hussmann International, Inc.
filed on May 18, 2000).
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SIGNATURES
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 thereunto duly authorized.
HUSSMANN INTERNATIONAL, INC.
By: /s/ Burton Halpern
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Name: Burton Halpern
Title: Vice President, General Counsel
and Secretary
Date: May 22, 2000
