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
December 11, 1999
(Date of earliest event reported)
DONALDSON COMPANY, INC.
(Exact name of Registrant as specified in its charter)
Delaware 1-7891 41-0222640
(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
1400 West 94th Street
Minneapolis, Minnesota 55431
(Address of principal executive offices, including zip code)
(612)887-3131
(Registrant's telephone number, including area code)
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Item 5. Other Events.
Donaldson Company announced on Monday, December 13, 1999 that it has
entered into a definitive agreement to purchase the DCE dust control business of
Invensys plc for cash consideration of approximately U.S. $54 million. The
transaction is subject to regulatory approvals and is expected to close on
January 31, 2000.
For further information, see the press release of Donaldson Company,
dated December 13, 1999, attached hereto as Exhibit 99.1.
<PAGE>
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.
DONALDSON COMPANY, INC.
By /s/ James R. Giertz
------------------------------------
Name: James R. Giertz
Title: Senior Vice President and Chief
Financial Officer
Date: December 14, 1999
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EXHIBIT INDEX
Exhibit Description Page
99.1 Press Release, dated December 13, 1999 5
EXHIBIT 99.1
FROM: FOR:
Padilla Speer Beardsley Inc. Donaldson Company, Inc.
224 Franklin Avenue West P.O. Box 1299
Minneapolis, Minnesota 55404 Minneapolis, Minnesota 55440
(NYSE: DCI)
John Mackay (612) 871-8877 James Giertz (612) 887-3131
FOR IMMEDIATE RELEASE
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DONALDSON COMPANY INC., ANNOUNCES DEFINITIVE AGREEMENT TO ACQUIRE
THE DCE DUST CONTROL BUSINESS OF INVENSYS PLC
Acquisition Will Greatly Expand Donaldson Company's
Dust Collection Business in Europe
MINNEAPOLIS, December 13, 1999 -- Donaldson Company announced today that it has
reached a definitive agreement to purchase the DCE dust control business of
Invensys plc for cash consideration of approximately $54 million. The
transaction is subject to regulatory approvals and is expected to close on
January 31, 2000.
DCE, headquartered in Leicester, England (UK), is a major participant
in the global industrial dust collection industry. Manufacturing is centered in
Leicester, England, with smaller factories in the United States and Germany, and
assembly operations in South Africa, Australia and Japan. DCE products are sold
around the world through a direct sales force, supported by a network of
manufacturer's representatives and distributors. DCE annual net revenues are
approximately $80 million. Approximately 70 percent of DCE's revenues are
derived from sales in the United Kingdom and Europe and approximately 16 percent
from North American customers. DCE has over 640 employees worldwide with
approximately 50 percent located in the UK.
Donaldson Company currently has a significant presence in the
industrial dust collection market through its Torit business unit. In the most
recent fiscal year, Torit recorded net sales of $154 million in the global dust
collection market.
"The DCE business represents an excellent strategic fit with our Torit
operation for several important reasons," said William G. Van Dyke, Donaldson
Company chairman and chief executive officer. "First, the geographic coverage of
the two businesses is complementary - while Torit's principal strength is the
North American market, DCE is strong in the UK and Europe. Second, the
fundamental product and marketing strategies of the two businesses are very
similar. Both Torit and DCE have built their success on standard modular
products that can be configured to satisfy a wide array of customer needs. Also,
both Torit and DCE have established strong market positions by deploying a
professional, dedicated sales force to configure the right product for each
unique customer application. Finally, Torit and DCE products are complementary.
Torit products are normally configured with replaceable
(more)
<PAGE>
Donaldson Company
December 13, 1999
Page 2
cylindrical filter cartridges, whereas DCE products are primarily configured
with filter bags. The combined Torit and DCE business will have the right
product configuration for each customer's unique application."
DCE will be part of the Industrial Filtration business segment of
Donaldson Company. The Industrial segment accounted for $333 million of revenue
in the most recent fiscal year, representing about 35 percent of the company's
consolidated net revenue. Looking forward and taking into account the
acquisition of DCE, the Industrial segment will have annual revenues in excess
of $425 million and represent more than 40 percent of the consolidated revenue
of the company.
Invensys plc, headquartered in London, England, is a global electronics
and engineering company created by the merger of BTR plc and Siebe plc in
February 1999.
Donaldson Company, Inc., is a leading worldwide manufacturer of
filtration systems and replacement parts. The company's product mix includes:
air and liquid filters and exhaust and emission control products for heavy duty
mobile equipment; in-plant air cleaning systems; air intake systems and exhaust
products for industrial gas turbines; and specialized filters for such diverse
applications as computer disk drives, aircraft passenger cabins and
semiconductor processing. Products are manufactured at more than two dozen
Donaldson plants around the world and through four joint ventures. The company's
shares are traded on the New York Stock exchange under the symbol DCI.
This press release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended. Such
forward-looking statements are based on the belief of the management of
Donaldson Company as well as on assumptions made by and information currently
available to Donaldson Company, as the case may be, at the time such statements
were made. Such forward-looking statements relate to, among other things, (i)
the expected closing date of the acquisition, and (ii) the anticipated benefits
of the acquisition. Actual results could differ materially from those projected
in the forward-looking statements as a result of (i) unexpected delays in
obtaining regulatory approvals; (ii) the inability of Donaldson Company to
satisfy the conditions to the consummation of the acquisition; (iii) unforeseen
difficulties in integrating the operations of DCE into the Donaldson Company, or
(iv) unanticipated negative reaction to the proposed transaction by customers,
suppliers or stockholders.
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