UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) July 2, 1999
JLG INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Commission file number: 0-8454
PENNSYLVANIA 25-1199382
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
1 JLG Drive, 17233-9533
McConnellsburg, PA
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code:
(7l7) 485-5161
Not Applicable
(Former name of former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets
(a) On June 18, 1999, the Company completed the merger if
its wholly owned subsidiary with and into Gradall
Industries, Inc. Following its tender offer, the Company
acquired 100% or 9,761,042 voting common shares of Gradall
for $20.00 per share. Validly tendered shares will be
purchased in accordance with the terms of the tender offer.
Any shares of Gradall common stock not tendered in the
tender offer will be converted into the right to receive
$20.00 per share in cash. The acquisition was financed by
the proceeds from the revolving credit facility described in
Item 5 (a) below.
(b) Gradall is a leading manufacturer of rough-terrain,
variable-reach material handlers and telescoping hydraulic
excavators used in infrastructure, residential, non-
residential and institutional construction and is one of the
industry's most recognized brand names.
Item 5. Other Events
(a) The Company entered into a Credit Agreement dated June
18, 1999 (the "Credit Agreement") by and among the Company
certain of its subsidiaries, and certain financial
institutions named therein. The Credit Agreement provides
for a five year revolving credit facility, with an aggregate
commitment of $250 million. The Credit Agreement commitment
is available for the costs of the acquisition, repaying pre-
acquisition indebtedness and working capital and general
corporate purposes.
Borrowings under the Credit Agreement bear interest at a
rate per annum equal to, at the Company's option, either
LIBOR plus a margin ranging from 0.55% to 1.125%, depending
on the Company's ratio of funded debt to EBITA, or the
greater of prime rate or federal funds rate plus .50%. The
Company is also required to pay an underwriting fee of .75%
of the commitment and an annual administrative fee of
$35,000 to First Union, and a facility fee ranging from .20%
to .275%, depending on the Company's ratio of funded debt to
EBITA. The Credit Agreement contains customary affirmative
and negative covenants, including financial covenants
requiring the maintenance of specific consolidated interest
coverage and leverage ratios and a minimum consolidated net
worth.
(b) On June 15, 1999, the Company modified its credit
agreement with The First National Bank of Maryland to reduce
the maximum borrowing amount from $40 million to $20
million.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
Audited financial statements of Gradall will be filed
with the Securities and Exchange Commission as an
amendment to this Report on or about August 30, 1999.
(b) Pro Forma Financial Information
Pro forma financial information will be filed with the
Securities and Exchange Commission as an amendment to
this Report on or about August 30, 1999.
(c) Exhibits:
10.1 Agreement and Plan of Merger dated as of May 10,
1999, among Gradall Industries, Inc., the Company and
JLG Acquisition Corp. (incorporated by reference to
Exhibit (c)(1) to the Company's Report on Form 14D-1
filed on May 14, 1999.)
10.2 Credit Agreement dated June 18, 1999 among the
Company and First Union National Bank (to be filed with
the Securities and Exchange Commission as an amendment
to this Report.)
99.1 Text of Joint Press Release issued by the Company
and Gradall Industries, Inc. dated May 11, 1999
(incorporated by reference to Exhibit 99 to the
Company's Current Report on Form 8-K dated May 13, 1999
and filed on May 14, 1999.)
99.2 Text of the Company's press release dated
June 15, 1999
99.3 Text of the Company's press release dated June 21,
1999
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 thereunto duly authorized.
JLG INDUSTRIES, INC.
(Registrant)
Date: July 2, 1999 /s/ Charles H. Diller,
Jr.
Charles H. Diller, Jr.
Executive Vice President
and
Chief Financial Officer
Exhibit 99.2
FOR IMMEDIATE RELEASE
Contact: Juna Rowland
Director, Corporate Relations
(717) 485-6605
JLG COMPLETES GRADALL TENDER OFFER
McConnellsburg, PA, June 16, 1999 - JLG Industries, Inc.
(NYSE: JLG) today announced that 9.4 million shares, or
approximately 99.2 percent of the outstanding shares of voting
common stock of Gradall Industries, Inc. (NASDAQ: GRDL), were
tendered for $20.00 per share, net to the seller in cash, without
interest, in response to its tender offer which expired on June
15, 1999, based upon preliminary count by ChaseMellon
Shareholders Services, L.L.C., the depositary. Validly tendered
shares will be purchased in accordance with the terms of the
tender offer.
JLG will proceed with those steps necessary to complete the
merger of its wholly owned subsidiary with and into Gradall by
filing a certificate of merger with the Secretary of State of the
State of Delaware in accordance with Delaware law as soon as
practicable. Pursuant to the merger, any shares of Gradall common
stock not tendered in the tender offer will be converted into the
right to receive $20.00 per share in cash.
JLG Industries, Inc. is the world's leading manufacturer,
distributor and international marketer of mobile aerial work
platforms. Sales are made principally to distributors and rental
companies, which rent and sell the Company's products to a
diverse customer base, which includes users in the industrial,
commercial, institutional and construction markets.
Headquartered in McConnellsburg, Pennsylvania, JLG has two
additional manufacturing facilities in Bedford, Pennsylvania and
sales and service locations in Europe and Australia.
For a fax copy, please call 800-758-5804, extension 470675.
Exhibit 99.3
FOR IMMEDIATE RELEASE
Contact: Juna Rowland
Director, Corporate Relations
(717) 485-6605
JLG COMPLETES PURCHASE OF GRADALL
McConnellsburg, PA, June 21, 1999 - JLG Industries, Inc.
(NYSE: JLG) today announced that it has completed the purchase of
Gradall Industries, Inc. (NASDAQ: GRDL). Gradall was merged with
a wholly owned subsidiary of JLG Industries, Inc, with Gradall as
the surviving company and a wholly owned subsidiary of JLG. The
merger followed JLG's acceptance for payment of 9,761,042 shares
of Gradall common stock tendered in response to JLG's offer to
purchase shares at a price of $20.00 per share in cash. The
tendered shares represented approximately 99.2 percent of
Gradall's issued and outstanding shares. As a result of the
merger, shares not previously tendered now evidence the right to
receive the same $20.00 per share cash payment. Financing for
the acquisition was provided through a new $250 million
syndicated revolving credit facility led by First Union National
Bank.
Gradall is a leading manufacturer of rough-terrain,
telescopic material handlers and telescopic hydraulic excavators
used in infrastructure, residential, non-residential and
institutional construction and is one of the industry's most
widely recognized brand names. Gradall employs approximately 800
people at the New Philadelphia and Orrville, Ohio sites.
As previously disclosed in the Company's SEC filings, and
upon completion of the merger as planned, Gerald Palmer, Vice
President, Wheel Loaders and Excavators Division, Caterpillar,
Inc. resigned from the Board of Directors of JLG on which he
served as a director for five years. JLG's Board of Directors
will consider the vacancy created by Mr. Palmer's resignation
during their annual nomination process.
JLG Industries, Inc., a diversified capital and industrial
equipment manufacturer, is the world's leading producer of mobile
aerial work platforms and a leading producer of telescopic
material handlers and hydraulic excavators. The Company's
products are marketed under the widely respected JLG and Gradall
trademarks and are distinguished by their technology,
versatility, productivity and reliability. Sales are made
principally to distributors and rental companies that rent and
sell the Company's products to a diverse customer base, which
includes users in the industrial, commercial, institutional and
construction markets. Headquartered in McConnellsburg,
Pennsylvania, JLG has additional manufacturing facilities in
Bedford, Pennsylvania and New Philadelphia and Orrville, Ohio,
with sales and service locations in Europe and Australia.
For a fax copy, please call 800-758-5804, extension 470675.
