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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 Act of 1934
Date of Report (Date of earliest event reported) July 22, 1999
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River Holding Corp.
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(Exact name of registrant as specified in its charter)
Delaware 333-56135 95-4674065
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number Identification No.)
of incorporation)
599 Lexington Avenue, 18th Floor, New York, New York 10022
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 958-2555
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Not applicable
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(Former name or former address, if changed since last report.)
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Item 2. Acquisition or Disposition of Assets.
(a) On July 22, 1999, the Registrant, through its indirect, wholly-
owned subsidiary Steamer AB, a company organized under the laws of Sweden
("Steamer"), acquired a majority of the outstanding capital stock of Louis
Gibeck AB, a company organized under the laws of Sweden ("LGAB"). Pursuant to a
series of private purchases and a tender offer consummated pursuant to Swedish
law, Steamer acquired 604,000 shares of Class A stock and 2,452,838 shares of
Class B stock representing approximately 82.1% of the capital and 62.9% of the
voting power of LGAB at a price of 115 Swedish krona (approximately $13.60 at
the July 22 exchange rate) per share of Class A stock and Class B stock for an
aggregate cash purchase price of approximately $44.0 million. In addition, on
August 5, 1999, Steamer acquired an additional 483,750 shares of Class A stock
of LGAB from the Registrant, which shares the Registrant acquired in a private
transaction in exchange for 525,042 shares of its common stock ("River Common
Stock"). The exchange ratio for the Class A stock was the same as the effective
price per share of the shares acquired in the tender offer. After giving effect
to this exchange and the conversion of the Series A stock acquired by Steamer in
the tender offer into Series B stock, Steamer holds approximately 95.1% of the
capital and 97.7% of the voting power of LGAB. The Registrant intends that
Steamer, through continuing purchases and a statutory freezeout and appraisal
procedure under Swedish law, will acquire the remaining outstanding shares of
LGAB as soon as practicable.
The cash for the purchase price and certain related transaction costs
was funded with (i) $22.0 million in gross proceeds from the sale of River
Common Stock to the majority stockholder of the Registrant, (ii) a $22.0 million
loan from the majority stockholder of the Registrant to Steamer's parent, HRC
Holding Inc., a Delaware corporation and a wholly-owned subsidiary of the
Registrant ("HRCH"), and (iii) funding of 50 million Swedish krona
(approximately $5.9 million) pursuant to the terms of a Loan Facility Agreement
between Steamer and Svenska Handelsbanken AB.
The LGAB purchase price was arrived at by means of arm's length
bargaining among the parties to the acquisition. In September 1998, the
Registrant's wholly-owned subsidiary, Hudson Respiratory Care Inc. ("Hudson
RCI"), acquired certain assets of Gibeck, Inc., a subsidiary of LGAB, for
approximately $3.35 million. In conjunction with that transaction, Hudson RCI
became the exclusive North American distributor of LGAB's "Heat Moisture
Exchange" ("HME") product line. Prior to the acquisition, there was no other
material relationship between LGAB and the Registrant, Hudson RCI, HRCH, Steamer
or any of their affiliates, or any director, officer or shareholder of the
foregoing.
(b) Founded in 1954, LGAB develops, manufactures and markets medical
device products which humidify, heat and filter a patient's breathing gases
during anesthesia and intensive care. LGAB is a market leader in the area HME
products, with an approximately 25% share of the world market. Following the
acquisition, the Registrant intends to continue LGAB's operations in
substantially the same manner as conducted prior to the acquisition.
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Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The financial statements of LGAB required to be filed as part of this
Report will be provided by amendment within 60 days from the date of this
Report.
(b) Pro forma financial information.
The pro forma financial statements required to be filed as part of
this Report will be provided by amendment within 60 days from the date of this
Report.
(c) Exhibits.
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2.1 (1) Agreement dated May 7, 1999 between Sten Gibeck, the Registrant
and Hudson RCI.
2.2 (1) Agreement dated May 7, 1999 between Euroventures Nordica I B.V.,
the Registrant and Hudson RCI.
2.3 (1) Agreement dated May 7, 1999 between Forsakrings AB Skandia and
Livforsakrings AB Skandia, the Registrant and Hudson RCI.
2.4 (1) Agreement dated May 7, 1999 between Maud Gibeck, the Registrant
and Hudson RCI.
2.5 (1) Stock Subscription Agreement dated August 4, 1999 between Sten
Gibeck, the Registrant, FS Equity Partners III, L.P., FS Equity Partners
International, L.P. and FS Equity Partners IV, L.P.
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(1) Incorporated by reference to the exhibit designated by the same number in
the Form 8-K filed by Hudson RCI on August 6, 1999 (File No. 333-56097).
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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 hereunto duly authorized.
Date: August 6, 1999
RIVER HOLDING CORP.
By: /s/ Jay R. Ogram
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Jay R. Ogram
Chief Financial Officer
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