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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): January 27, 2000
APPLIED POWER INC.
(Exact name of Registrant as specified in its charter)
Wisconsin 1-11288 39-0168610
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
N22 W23685 Ridgeview Parkway West
Waukesha, Wisconsin 53188-1013
Mailing address: P.O. Box 325, Milwaukee, Wisconsin 53201
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:(414) 783-9420
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Item 5. Other Events.
On January 27, 2000, the Board of Directors of Applied Power Inc. (the
"Company") approved in principle the proposed spin-off of the Company's
electronic business. The Company's Board of Directors has directed management to
proceed with plans for the proposed spin-off and it is currently anticipated
that the spin-off will occur prior to the Company's fiscal year end. Full
details of the spin-off remain to be worked out.
A copy of the press release announcing the plans for the spin-off is filed
as an exhibit to this report.
Item 7. Financial Statements and Exhibits.
(c) Exhibits:
See Exhibit Index following the Signature page of this report, which
is incorporated herein by reference.
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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 thereunto duly authorized.
APPLIED POWER INC.
Date: February ___, 2000 By: /s/ Robert C. Arzbaecher
--------------------------
Robert C. Arzbaecher
Senior Vice President
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APPLIED POWER INC.
(the "Registrant")
(Commission File No. 1-11288)
EXHIBIT INDEX
to
FORM 8-K CURRENT REPORT
Dated January 27, 2000
Exhibit Filed
Number Description Herewith
- ------ ----------- --------
99.1 Press Release X
dated January 27, 2000
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StockMaster News for: APPLIED POWER INC (APW) Page 1 of 3
Industry
Business Wire
Thursday January 27 2:00am
WAUKESHA, Wis--(BUSINESS WIRE)--Jan. 27, 2000--Applied Power Inc. (NYSE:
---
APW) today announced plans to spin off its electronics business from its
industrial business to create a pure global supplier in the high-growth
electronic manufacturing services (EMS) sector. The new company, to be
called APW, will be the largest player in the $90 billion EMS industry
focused on the fast-growing, integrated electronic enclosures systems
business. As part of the spin-off, APW will be converted to a Bermuda
corporation. The spin-off should be tax-free to Applied Power shareholders.
Applied Power's current industrial business segment will operate on a
stand-alone basis, and will remain incorporated in Wisconsin.
The spin-off is expected to be completed by fiscal year-end, at which time
each Applied Power shareholder of record would receive a dividend of one
newly issued share of APW for each Applied Power share they hold.
"Over the past several months, we have been evaluating a range of
alternatives to separate our electronics and industrial businesses," said
Richard G. Sim, chief executive officer of Applied Power Inc. "The spin-off
of APW from Applied Power provides for a clean and efficient separation of
the industrial and electronics businesses, enabling each company to
concentrate on its core business. This permits shareholders to make more
focused investment decisions and allows the market to assign a more
appropriate stand-alone valuation to each company."
Continued Sim, "As the largest player in the dynamic EMS industry that is
focused on the rapidly growing integrated electronic enclosures systems
business, APW is well positioned to benefit from the significant end-market
growth and increased outsourcing of electronics manufacturing and
integration in the datacom, telecom and networking industries. This spin-
off will provide APW with the focus and financial flexibility required to
aggressively and effectively pursue growth opportunities on a global
basis."
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Upon the completion of the spin-off, Dick Sim will be chairman of the board
and CEO of APW. Bill Albrecht, currently the global leader of Applied Power's
electronics segment, will be responsible for APW's North and South American
operations. Guus Boel, currently the global leader of Applied Power's industrial
segment, will relocate to the United Kingdom where he will be responsible for
the European and Asian operations of APW. Both Bill Albrecht and Guus Boel will
report directly to Dick Sim.
Commenting on the management appointments Sim said, "Guus Boel will greatly
strengthen the day-to-day leadership of our electronics business in Europe and
our ties to key customers. Because Bill, Guus and I have worked together so
closely for many years, these changes in responsibility will be seamless and
will provide the leadership structure necessary to drive APW to reach its growth
objectives."
Dick Sim will also be chairman of the board of the industrial business. Bob
Arzbaecher will be CEO and Andy Lampereur will serve as the CFO for the
industrial business. Until recently, Bob Arzbaecher was the CFO of Applied Power
Inc. Most recently, Andy Lampereur has held a variety of financial and
operational leadership positions within the industrial business segment and in
the past served as Applied Power's corporate controller.
These management duties are effective immediately, with the new titles taking
effect upon completion of the spin-off transaction.
Added Sim, "I am delighted that Bob has accepted the opportunity to lead the
industrial company. Bob's demonstrated leadership qualities, coupled with his
familiarity with the businesses and their leaders, make him the natural choice
to lead the industrial business as a separate public company. Bob and his team
will be well positioned to focus on growing the business by leveraging our
established brand names, excellent customer relationships and world class
operations."
Credit Suisse First Boston served as financial advisor to Applied Power.
About APW
APW is the most vertically integrated provider of integrated electronic
enclosures systems in the EMS industry. The company offers a full array of
electro-mechanical products and services -- from fabrication to integration and
drop-ship. With over 40 facilities around the world APW is the leading EMS
company with the size and scope necessary to provide end-to-end services on a
global basis.
About The Industrial Business
Applied Power's industrial businesses design, manufacture, sell and distribute a
broad range of standard and customized products sold to retail, industrial and
OEM customers. The businesses hold leading market positions for niche
applications serving industrial markets throughout the Americas, Europe and
Asia. The company's products are offered under such established brand names as
Enerpac, Gardner
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StockMaster News for: APPLIED POWER INC (APW) Page 3 of 3
Bender, Power-Packer, Power Gear and Barry Controls.
About APW
Contact: Applied Power Inc.
Susan Hrobar
262/523-7775
or
Sard Verbinnen & Co.
Andrew Merrill/Kimberly Polan
212/687-8080
