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
March 30, 1998
- --------------------------------------------------------------------------------
Date of Report (Date of Earliest Event Reported)
Environment One Corporation
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
New York 0-5633 14-1505298
- --------------------------------------------------------------------------------
(State of Incorporation) (Commission File (IRS Employer
Number) Identification No.)
2773 Balltown Road, Niskayuna, New York 12309-1090
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (518) 346-6161
<PAGE>
Item 1. Changes in Control of Registrant.
According to Amendment No. 2 to the Schedule 14D-1 (the "Schedule
14D-1") of Precision Castparts Corp. ("PCC"), an Oregon Corporation and EOC
Acquisition Corporation (the "Purchaser"), a New York Corporation and a
wholly-owned subsidiary of PCC, as filed with the Securities and Exchange
Commission on March 31, 1998, on March 30, 1998 the Purchaser accepted for
payment a total of 3,714,046 shares of the Common Stock, par value $.10 per
share (the "Shares") of Environment One Corporation (the "Company") (including
14,500 Shares subject to guarantees of delivery (the "Guaranteed Shares")) that
had been validly tendered and not withdrawn pursuant to the Purchaser's tender
offer for all outstanding Shares at $15.25 per share, net to the Seller in cash
(the "Offer"). The Offer was made by the Purchaser pursuant to an Agreement and
Plan of Merger (the "Merger Agreement"), dated as of February 24, 1998, by and
among the Company, PCC and the Purchaser, which provided for, among other
things, the making of the Offer by the Purchaser. Following its purchase of the
Shares, PCC and the Purchaser beneficially owned 3,714,046 Shares (including the
Guaranteed Shares), which represented approximately 86.5% of the total
outstanding Shares.
The aggregate purchase price for the Shares (including the Guaranteed
Shares) purchased pursuant to the Offer was $56,639,201.50. The Purchaser
obtained the funds necessary to consummate the Offer from PCC pursuant to an
unsecured advance made by PCC to the Purchaser. PCC obtained the funds needed
for this advance from its general corporate funds, and from borrowings under its
existing credit facility, a Credit Agreement dated July 31, 1996 with a
syndicate of 12 banks, for which Bank of America, N.A. is the agent. A copy of
the Credit Agreement was filed as Exhibit 99(b) to the Schedule 14D-1 on March
23, 1998. The Credit Agreement contains various standard financial covenants,
including maintenance of minimum net worth, fixed charge coverage ratio and
leverage ratio. The Credit Agreement includes a $250 million revolving facility,
pursuant to which outstanding amounts bear interest at rates of (a) an offshore
rate equal to the effective LIBOR, plus an applicable margin of .30% to 0.875%
based upon the consolidated leverage ratio, (b) an overnight base rate equal to
the higher of the federal funds rate or the prime rate of the agent bank plus
0.50%, or (c) a rate negotiable between each bank and PCC. The Schedule 14D-1
indicates that PCC intends to repay amounts due under the revolving credit
facility out of funds generated from operations or by refinancing the facility
at maturity. The revolving line matures in July 2001.
The Merger Agreement provides that as soon as practicable following the
consummation of the Offer, it is intended that the Purchaser will merge into the
Company pursuant to the applicable provisions of the New York Business
Corporation Law ("NYBCL"), with the Company surviving the Merger as a
wholly-owned subsidiary of PCC. The Merger will become effective at the time of
the filing of a Certificate of Merger as required by the NYBCL, at which time
each Share then issued and outstanding (other than Shares owned by PCC, the
Purchaser, their respective affiliates, or Shares held in the treasury of the
Company, all of which will be canceled without any conversion thereof) will be
canceled and converted automatically into the right to receive an amount equal
to the price per share paid pursuant to the Offer.
In accordance with the terms of the Merger Agreement, following the
acceptance of the Shares for payment by the Purchaser, PCC is entitled to have
representation on the Company's Board of Directors in proportion to its
beneficial ownership of Shares. The Company has agreed to either increase the
size of the Board and/or obtain the resignations of such number of its current
directors as is necessary to enable PCC's designees to be elected to the Board
as provided above.
<PAGE>
Item 7. Exhibits.
(c) Exhibits
2.1 Agreement and Plan of Merger Dated as of
February 24, 1998, by and among the
Company PCC and the Purchaser,
previously filed with the Commission on
March 3 1998 as Exhibit 1 to the
Company's Solicitation/Recommendation
Statement on Schedule 14D-9, and
incorporated herein by reference.
10.1 Credit Agreement dated as of July 31,
1996, by and among PCC, its subsidiaries
named therein, the lenders named
therein, and Bank of America, N.A., as
Agent and Letter of Credit Issuing Bank,
previously filed with the Commission on
March 23, 1998 as Exhibit 99(b) to the
Tender Offer Statement on Schedule 14D-1
of PCC and the Purchaser, and
incorporated herein by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report be signed on its behalf by the
undersigned hereunto duly authorized.
ENVIRONMENT ONE CORPORATION
By: /s/ Stephen V. Ardia
--------------------
Stephen V. Ardia
Chairman of the Board, President and
Chief Executive Officer
Dated: April 14, 1998
