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): June 1, 1998
WOODWARD GOVERNOR COMPANY
(Exact name of registrant as specified in its charter)
Commission File #0-8408
Delaware 36-1984010
______
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
5001 North Second Street, Rockford, Illinois 61125-7001
(Address of principal executive offices)
Registrant's telephone number - (815) 877-7441
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Item 5. Other Events
On June 1, 1998, Woodward Governor Company (the Company) and
Textron Inc. (Textron) announced that a definitive agreement has
been signed under which the Company will acquire Fuel Systems
Textron Inc. (FST), a subsidiary of Textron, for $160 million in
cash. The transaction, which is subject to the Hart-Scott-Rodino
Act, is expected to be completed by the end of June 1998.
FST is a leading designer, developer, and manufacturer of fuel
injection nozzles, spray manifolds, and fuel metering and
distribution valves for gas turbine engines in the aircraft
(commercial and military) and industrial markets, and also
provides commercial repair and overhaul services. FST's
facilities are located in Zeeland, MI, Harvard, IL, and
Greenville, SC and employs over 440 people. Total 1997 revenues
approximated $82 million.
The Company plans to finance this acquisition with a bank line of
credit facility. The transaction is expected to have a minimal
impact on fiscal 1998 results and be non-dilutive to fiscal 1999
earnings per share.
The Company's press release dated June 1, 1998 regarding the
pending transaction is attached as an Exhibit.
This report and the attached Exhibit contain forward-looking
statements reflecting management's current expectations concerning
the pending acquisition's impact on financial results and earnings
per share, the possibility of new products, and the potential for
further revenue growth. These statements involve risks and
uncertainty. Actual future results and trends may differ
materially depending on a variety of factors, including the volume
and timing of orders, the impact of acquisition transition and
integration efforts, and changes in pricing, product demand,
competition, product life cycles and business cycles. All of
these matters are difficult to forecast.
Item 7. Financial Statements and Exhibits
(c) Exhibit 99 - Press Release dated June 1, 1998
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.
WOODWARD GOVERNOR COMPANY
June 2, 1998
Stephen P. Carter, Vice
President, Chief Financial
Officer and Treasurer
FOR IMMEDIATE RELEASE
CONTACTS: Textron Inc. Woodward Governor Company
Mary Lovejoy (investors) Steve Carter (investors)
(401) 457-6009 (815) 639-6800
Steve Capoccia (media) Rick Holm (media)
(401) 457-2364 (815) 639-6218
WOODWARD GOVERNOR COMPANY TO ACQUIRE FUEL SYSTEMS TEXTRON
PROVIDENCE, RI, AND ROCKFORD, IL, JUNE 1, 1998--Textron Inc.
(NYSE: TXT) and Woodward Governor Company (Nasdaq: WGOV) today
announced a definitive agreement under which Woodward will
purchase Textron's Fuel Systems subsidiary for $160 million in
cash. The transaction, which is subject to the Hart-Scott-Rodino
Act, is expected to be completed by the end of June.
With 1997 revenues of $82 million, Fuel Systems Textron (FST),
designs, develops, and manufactures fuel injection nozzles, spray
manifolds, and fuel metering and distribution valves for gas
turbine engines. FST serves the aircraft (military and
commercial) and industrial engine markets, and also provides
commercial repair and overhaul services.
"This acquisition is an important step towards our long-term
objective of broadening our aircraft product lines to include
integrated fuel delivery systems in addition to components," said
John A. Halbrook, Woodward's chairman and chief executive
officer. "FST's innovative technology, large installed base, and
excellent relationships with key engine manufacturers will
complement our capabilities in fuel metering and control devices,
and open possibilities for new products and revenue growth in
both our aircraft and industrial markets," he added.
"Woodward's commitment to being a systems integrator in the
aircraft market makes them an excellent fit for Fuel Systems,"
said Textron President and COO Lewis B. Campbell. "This sale
provides us with additional capital to redeploy into our core
businesses in support of our stated goal of double-digit revenue
growth. Textron is well positioned to achieve this goal for the
third year in a row in 1998," he added.
<PAGE>
Woodward plans to finance the acquisition with a bank line of
credit. The transaction is expected to have minimal impact on
fiscal 1998 results, and be non-dilutive to Woodward's earnings
per share in the 1999 fiscal year.
Textron will record a gain from this transaction, which will be
used to enhance the competitiveness and profitability of
Textron's core businesses. Actions being considered include
acquisitions integration activity and the combining of certain
businesses and product lines. It is expected the costs associated
with these actions will approximate the after-tax gain.
Woodward Governor Company, with fiscal 1997 sales of $442
million, was founded in 1870 and provides innovative engine
controls and fuel delivery systems designed for a wide variety of
applications. Serving global markets with locations worldwide,
the company is a leading producer of controls systems and
components for aircraft and industrial engines and turbines. In
addition to the aviation industry, the company's products and
services are used in the marine, locomotive, large off-road
vehicle, power generation, gas generation and process
manufacturing industries. Woodward employs more than 3,400
people.
Fuel Systems Textron Inc., based in Zeeland, MI, is a leading
maker of fuel systems components for aircraft and industrial gas
turbine engines with facilities located in Zeeland, MI; Harvard,
IL; and Greenville, SC. FST employs over 440 people.
Textron Inc. is a $10.5 billion, global multi-industry company
with market leading operations in Aircraft, Automotive,
Industrial, and Finance.
The Woodward Governor Company designs and manufactures engine
fuel delivery and engine controls systems, subsystems and
components.
With corporate headquarters and a plant in Rockford, Illinois,
USA, the company has additional plants in Fort Collins, Colorado;
Loveland, Colorado; Rockton, Illinois; and Buffalo, New York,
USA. It also has plants in Sydney, Australia; Campinas, Brazil;
Tianjin, China; Reading, England; Aken, Germany; Kelbra, Germany;
Ballabgarh, Haryana, India; Tomisato, Japan; Kobe, Japan;
Hoofddorp, The Netherlands; Rotterdam, The Netherlands;
Prestwick, Scotland; and Singapore.
WOODWARD GOVERNOR COMPANY
SERVING PRIME MOVER CONTROL AND ACCESSORY MARKETS
CORPORATE HEADQUARTERS ROCKFORD, ILLINOIS 61125-7001 U.S.A.
ESTABLISHED 1870
