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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 EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
MAY 20, 1997
KEYSTONE INTERNATIONAL, INC.
(Exact name of registrant as
specified in its charter)
TEXAS 0-2115 74-1058689
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
9600 WEST GULF BANK DRIVE
HOUSTON, TEXAS 77040
(Address of principal executive offices and zip code)
(713) 466-1176
(Registrant's telephone number,
including area code)
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ITEM 5. OTHER EVENTS
On May 20, 1997, the Registrant entered into an Agreement and Plan of
Merger dated May 20, 1997, by and among Tyco International Ltd., a
Massachusetts corporation ("Tyco"), T6 Acquisition Corp., a Texas corporation
and direct, wholly-owned subsidiary of Tyco (the "Subsidiary"), and the
Registrant (the "Merger Agreement"), which Merger Agreement provides for the
merger of the Subsidiary with and into the Registrant. Pursuant to the Merger
Agreement, the shareholders of the Registrant will receive 0.54183 shares of
common stock of Tyco, or its successor, for each share of outstanding
Registrant common stock, subject to certain adjustments and limits as provided
in the Merger Agreement. The attached press release is filed as an exhibit and
is incorporated herein by reference.
ITEM 7. EXHIBITS
Exhibit 20 Press Release dated May 20, 1997.
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.
KEYSTONE INTERNATIONAL, INC.
Dated: May 27, 1997 By: /s/ Bruce M. Taten
Name: Bruce M. Taten
Title: Vice President and
General Counsel
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INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
- ------- -----------
20 Press Release dated May 20, 1997.
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EXHIBIT 20
[TYCO INTERNATIONAL LETTERHEAD]
FOR IMMEDIATE RELEASE
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CONTACT:
David P. Brownell Francis S. Kalman
Tyco International Ltd. Keystone International, Inc.
Senior Vice President Senior Vice President & Chief Financial Officer
(603) 778-9700 (713) 937-5333
TYCO INTERNATIONAL ANNOUNCES MERGER AGREEMENT
WITH KEYSTONE INTERNATIONAL
____________________
MERGER CREATES PREMIER WORLDWIDE VALVE COMPANY
Exeter, New Hampshire and Houston, Texas, May 20, 1997 -- Tyco
International Ltd. (NYSE-TYC), a diversified worldwide manufacturer of
industrial and commercial products, and Keystone International, Inc.
(NYSE-KII), a major worldwide manufacturer of industrial valves, announced
today that they have entered into a definitive merger agreement pursuant to
which Keystone will merge with a subsidiary of Tyco. Keystone holders will
receive 0.54183 shares of Tyco stock for each share of Keystone. The exchange
ratio may be adjusted depending on the trading value of Tyco stock as described
in the accompanying summary. The transaction is valued at $34 per share to the
Keystone shareholders or $1.2 billion based on Tyco's May 20, 1997 closing
price of $62.75.
Keystone International, Inc., with annual revenues of approximately
$700 million, designs, manufactures and markets on a worldwide basis,
industrial valves, actuators and accessories used to control the flow of
liquids, gases and solid materials. Keystone products are sold to the food and
beverage, water and sewage, petroleum production and refining, natural gas,
chemical, power, pulp and paper industries.
"The combination of Keystone with Tyco's Flow Control group creates the
premier, worldwide company in the valve industry. This merger is in line with
our strategy of growing our global presence in high value, stable industrial
markets," said L. Dennis Kozlowski, Tyco's Chairman and Chief Executive Officer.
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"With leading market positions and some of the most recognized and
respected industrial brands around the world, there are many opportunities for
synergies between the two companies. As a result, the transaction will provide
us with immediate positive earnings and strong long-term growth potential," he
continued.
Nishan Teshoian, Keystone's Chairman and Chief Executive Officer,
commented "Keystone's business is an excellent fit with the Tyco Flow Control
group. This combination greatly enhances Keystone's ability to grow by taking
advantage of the combined strength of Keystone and Tyco. I am pleased that
Keystone shareholders will now have the opportunity to share in Tyco's growth."
The transaction, which will be accounted for as a pooling of interests,
is contingent upon customary regulatory review and approval by Keystone
shareholders. The Boards of Directors of both companies have approved the
transaction, which is expected to close following the completion of the
previously announced acquisition of ADT. It is also expected to be tax-free for
Keystone shareholders.
Tyco is structured as four business segments with strong management
teams and targeted growth plans. Consistent with its strategy of building each
of its core businesses through internal expansion and complementary
acquisitions, Keystone will be organized within Tyco's Flow Control segment.
Tyco has recently announced acquisitions that complement each of its
other business segments. These include the acquisition of AT&T Submarine
Systems Inc., the world leader in the design, development, manufacture,
installation and supply and maintenance of undersea fiber optic
telecommunication cable systems, which is being integrated into Tyco's
Electrical and Electronic Components group; INBRAND Corporation, which
manufactures and distributes adult incontinence and feminine hygiene products,
which is being acquired by Tyco's Disposable and Specialty Products segment;
and ADT, a leading installer and servicer of electronic security systems, which
will be an integral part of Tyco's Fire and Safety Services group.
Tyco International is a worldwide manufacturer with strong leadership
positions in disposable medical products, packaging materials, flow control
products, electrical and electronic components and is the world's largest
manufacturer and provider of fire and safety systems and services. The Company
operates in more than 50 countries around the world and has revenues in excess
of $6 billion.
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TYCO INTERNATIONAL LTD. (NYSE-TYC)
ANNOUNCES THE MERGER WITH
KEYSTONE INTERNATIONAL, INC. (NYSE-KII)
Transaction Value: Approximately $1.2 billion
(based on May 20, 1997 closing price)
Exchange Ratio: Keystone per share Value(1) Exchange Ratio
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$37.00 or Greater Ratio changes to maintain
$37.00
$31.00 to $37.00 Fixed ratio of 0.54183
$29.30 to $31.00 Tyco must "top-up"
to $31.00
Less than $29.30 Tyco can terminate unless
Keystone exercises its
right to close at the
original ratio of
0.54183. Keystone can
terminate unless Tyco
exercises its right to
"top up" to $31.00
Anticipated Closing: September 1997
Termination Fee: $35 million
Conditions Include: Regulatory review and approval by Keystone shareholders.
Footnote:
(1) Keystone value is based on the Tyco stock price times the
exchange ratio.
http://www.tycoint.com
