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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) June 3, 1997
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AMETEK, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-168 13-4923320
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
Station Square, Paoli, Pennsylvania 19301
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 610-647-2121
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AMETEK, INC.
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Item 5. Other Events.
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On June 2, 1997, AMETEK, Inc. (the "Company") issued a press release to
announce that it has received consents from a majority of its noteholders to an
amendment of the Company's $150 million 9 3/4% Senior Notes due 2004. A copy of
the amendment is attached hereto as Exhibit 4, and a copy of such press release
is attached as Exhibit 99(a). The information contained in said press release
is hereby incorporated by reference in this Form 8-K.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
Exhibit Number Description
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4 First Supplemental Indenture, dated as of June
2, 1997, to Indenture dated as of March 15, 1994
between the Company and Corestates Bank, N.A.,
as Trustee, relating to the Company's 9 3/4%
Senior Notes Due 2004 .
99(a) Copy of press release issued by AMETEK, Inc. on
June 2, 1997.
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AMETEK, INC.
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SIGNATURES
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.
AMETEK, INC.
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(Registrant)
By /s/ Robert R. Mandos, Jr.
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Robert R. Mandos, Jr.
Comptroller
(Principal Accounting Officer)
June 3, 1997
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AMETEK, INC.
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EXHIBIT INDEX
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<CAPTION>
Exhibit Number Description
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<S> <C>
4 First Supplemental Indenture, dated as of June 2, 1997,
to Indenture dated as of March 15, 1994 between the
Company and Corestates Bank, N.A., as Trustee, relating
to the Company's 9 3/4% Senior Notes Due 2004.
99(a) Copy of press release issued by AMETEK, Inc. on June 2,
1997.
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4
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Exhibit 4
FIRST SUPPLEMENTAL INDENTURE, dated as of June 2, 1997 between AMETEK,
Inc., a Delaware corporation (the "Company") and CoreStates Bank, N.A. (the
"Trustee"), as Trustee under the Indenture hereinafter referred to.
WHEREAS, the Company and the Trustee have previously entered into an
Indenture dated as of March 15, 1994 (the "Indenture") relating to the 9 3/4%
Senior Notes, due 2004, of the Company ("Notes");
WHEREAS, Section 902 of the Indenture provides that the Company and the
Trustee may, with the written consent of the holders of at least a majority in
aggregate principal amount of the outstanding Notes, amend the Indenture as
provided herein;
WHEREAS, the holders of not less than a majority in aggregate principal
amount of the outstanding Notes have consented to this First Supplemental
Indenture; and
WHEREAS, all acts and things prescribed by law and by the Company's
Certificate of Incorporation and the By-Laws (each as now in effect) necessary
to make this First Supplemental Indenture a valid instrument legally binding on
the Company for the purposes herein expressed, in accordance with its terms,
have been duly done and performed;
NOW THERETOFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
Company and the Trustee hereby agree for the benefit of each other and the equal
and ratable benefit of the holders of the Notes as follows:
1. Amendment of Article One, Section 101. The alphabetical list of
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definitions included in Section 101 of the Indenture is hereby amended by
inserting between the definitions of "Credit Agreement" and "Debt" the following
definition:
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"Culligan Transaction" means, collectively, the
contributions, distribution and merger transactions
contemplated by that certain Amended and Restated
Agreement and Plan of Merger and Reorganization,
dated as of February 5, 1997 and as thereafter from
time to time amended, by and among the Company,
Ametek Aerospace Products, Inc., a Delaware
corporation and a wholly owned subsidiary of the
Company, Culligan Water Technologies, Inc., a
Delaware corporation ("Culligan") and Culligan
Water Company, Inc., a Delaware corporation and
a wholly owned subsidiary of Culligan.
2. Amendment of Article Ten. Section 1010. Section 1010 of the Indenture
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is hereby amended by inserting the following paragraph at the end of such
Section:
Notwithstanding the foregoing, the term
"Restricted Payments" shall not include the Culligan
Transaction or any securities, cash or other assets
issued, paid or distributed in connection therewith.
3. Construction. For all purposes of this First Supplemental Indenture,
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except as otherwise herein expressly provided or unless the context otherwise
requires: (i) the terms and expressions used herein shall have the same meanings
as corresponding terms and expressions used in the Indenture; and (ii) the words
"herein," "hereof" and "hereby" and other words of similar import used in this
First Supplemental Indenture refer to this First Supplemental Indenture as a
whole and not to any particular Section hereof.
4. Trustee Acceptance. The Trustee accepts the amendment of the Indenture
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effected by this First Supplemental Indenture and agrees to execute the trust
created by the Indenture, as hereby amended, but only upon the terms and
conditions set forth in the Indenture, as hereby amended, including the terms
and provisions defining and limiting the liabilities and responsibilities of the
Trustee, which terms and provisions shall in like manner define and limit its
liabilities and responsibilities in the performance of the trust created by the
Indenture, as
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hereby amended. Without limiting the generality of the foregoing, the Trustee
has no responsibility for the correctness of the recitals of fact herein
contained which shall be taken as the statements of the Company and makes no
representations as to the validity, enforceability against the Company, or
sufficiency of this First Supplemental Indenture.
5. Indenture Ratified. Except as expressly amended hereby, the
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Indenture is in all respects ratified and confirmed and all the terms,
conditions and provisions thereof shall remain in full force and effect.
6. Holders Bound. This First Supplemental Indenture shall form a part
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of the Indenture for all purposes, and every Holder of the Notes heretofore or
hereafter authenticated and delivered shall be bound hereby.
7. Successors and Assigns. The First Supplemental Indenture shall be
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binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
8. Counterparts. This First supplemental Indenture may be executed in
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any number of counterparts, each of which when so executed shall be deemed to be
an original, and all of such counterparts shall together constitute one and the
same instrument.
9. Governing Law. This First Supplemental Indenture shall be
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governed by and construed in accordance with the laws of the State of New York.
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IN WITNESS WHEREOF, the Company and the Trustee have caused this First
Supplemental Indenture to be signed and executed as of the day and year first
above written.
AMETEK, INC.
By: /s/ Deirdre D. Saunders
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Name: Deirdre D. Saunders
Title: Treasurer and Assistant Secretary
CORESTATES BANK, N.A.
By: /s/ J. Bruce Herd
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Name: J. Bruce Herd
Title: Vice President
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Exhibit 99 (a)
Contact: James P. McKinley (610) 889-5271
AMETEK SUCCESSFULLY COMPLETES CONSENT SOLICITATION
Paoli, PA. June 2, 1997 -- AMETEK Inc. (NYSE:AME) today announced that it has
received the necessary consents from the holders of a majority of its $150
million, 9 3/4% Senior Notes Due 2004 to complete its consent solicitation and
amend the terms of its Notes Indenture.
The solicitation, which expired at 5PM Eastern Standard Time on Friday, May 30,
1997, was completed under the payment terms announced on May 16, 1997. AMETEK
had sought the consent to clarify that the proposed merger of its water
filtration business into Culligan Water Technologies, Inc. would not conflict
with the terms of its Notes Indenture.
AMETEK announced on February 5, 1997 an agreement to merge its water filtration
business into Culligan utilizing a "Morris Trust" structure that involves the
tax-free spin off to AMETEK shareholders of an entity containing all of
AMETEK's existing operations, except its water filtration business. The spin
off will retain the AMETEK name and trade on the NYSE and PSE.
Following the spin off, AMETEK's water filtration business will merge with
Culligan in return for approximately 3.5 million shares of Culligan common
stock. The new AMETEK stock and Culligan stock issued in this transaction are
intended to be distributed tax free to AMETEK's shareholders.
AMETEK Inc. Corporate Profile
AMETEK is a leading global manufacturer of electrical and electromechanical
products and materials engineered for niche markets. The Company has operations
in the United States, Europe, Asia, and Mexico with one-third of sales to
markets outside of the United States.
AMETEK's Corporate Growth Plan is based on Four Key Strategies: Operational
Excellence, New Products, Strategic Acquisitions & Joint Ventures, and Global &
Market Expansion. Its objective is double-digit percentage earnings growth and
a superior return on total capital.
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