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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 19, 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 (Commission (I.R.S. Employer
of incorporation or File Number) Identification No.
organization)
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 May 16, 1997, AMETEK, Inc. issued a press release to announce that it is
seeking consent to a proposed amendment of its $150 million 9 3/4 Senior Notes
due 2004. A copy of such press release is attached hereto 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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99(a) Copy of press release issued by AMETEK, Inc. on
May 16, 1997.
2
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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)
May 19, 1997
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AMETEK, INC.
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EXHIBIT INDEX
Exhibit Number Description
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99(a) Copy of press release issued by AMETEK, Inc. on May 16, 1997
4
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Exhibit 99(a)
[LETTERHEAD OF AMETEK APPEARS HERE]
Contact: William F. Cleary (610) 889-5249; James P. McKinley (610) 889-5271
AMETEK MOVES FORWARD IN SPIN-OFF AND MERGER OF ITS WATER FILTRATION BUSINESS
INTO CULLIGAN
AMETEK SEEKS CONSENT AND 9 3/4% NOTES INDENTURE AMENDMENT
Paoli, PA, May 16, 1997 -- AMETEK Inc. (NYSE:AME) today announced that it is
seeking a consent to a proposed amendment to its $150 million of 9 3/4% Senior
Notes Due 2004 (Notes).
AMETEK, Inc. announced on February 5, 1997 that it had entered into an agreement
to merge its water filtration business into Culligan Water Technologies, Inc.
The transaction, which utilizes a "Morris" trust structure, involves the
tax-free spin-off to AMETEK's shareholders of an entity containing all of
AMETEK's existing operations except its water filtration business. This spin-off
entity will retain the AMETEK name and will be traded on the NYSE and PSE.
Following the spin-off, AMETEK's water filtration business will be merged with
Culligan in return for approximately 3.5 million shares of Culligan common
stock. The new AMETEK stock and the Culligan stock issued in this transaction is
intended to be distributed tax-free to AMETEK's shareholders.
Although AMETEK believes that consummation of the Culligan transaction would not
conflict with the terms of the Notes Indenture, it is nonetheless soliciting the
consent in order to assure full clarity on this matter. The Expiration Date for
holders to deliver consents is 5:00 p.m. Eastern Standard time, May 30, 1997,
unless extended. Consents must be sent to Mellon Bank, the Trustee's Agent.
AMETEK will pay holders of record at the close of business on May 15, 1997 who
deliver properly executed consents, prior to the expiration date, a consent
payment of $3.75 per $1,000 principal amount of Notes. The right to receive such
a consent payment is contingent upon AMETEK receiving consents from the holders
of a majority of the total principal amount of Notes.
(MORE)
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AMETEK MOVES FORWARD IN SPIN-OFF AND MERGER OF ITS WATER FILTRATION BUSINESS
INTO CULLIGAN
AMETEK SEEKS CONSENT AND 9 3/4% NOTES INDENTURE AMENDMENT
(cont. p. 2)
Full details are being sent today directly to the identified holders of the
Notes. Requests for additional copies of the Consent Solicitation Statement
should be directed to the Information Agent, Georgeson & Company, Inc. at (212)
440-9800 in New York.
Questions concerning the solicitation should be directed to AMETEK, Inc. at
(800) 473-1286 to Mr. John J. Molinelli, Chief Financial Officer or Ms. Deirdre
Saunders, Treasurer, or to Georgeson & Co.
AMETEK Inc. Corporate Profile
AMETEK is a leading global manufacturer of electrical and electromechanical
products and materials engineered for niche markets. AMETEK has operations in
the United States, Europe, Asia, and Mexico with about one-third of sales to
markets outside the United States. In 1996 the Company had record sales of $869
million.
AMETEK's Corporate Growth Plan is based on Four Key Strategies: New Products,
Global & Market Expansion, Strategic Acquisitions & Joint Ventures, and
Operational Excellence; its objective is double-digit earnings growth and a
superior return on total capital.
