UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
August 1, 1997
(Date of Report)
BUCYRUS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-871 39-0188050
(State or other (Commission File (IRS Employer
jurisdiction of Number) ID Number)
incorporation)
P. O. Box 500
1100 Milwaukee Avenue
South Milwaukee, Wisconsin 53172
(Address of principal executive offices)
(414) 768-4000
(Registrant's telephone number, including area code)
<PAGE>
Item 5. Other Events
On July 11, 1997, Bucyrus International, Inc. ("Registrant") issued a
press release announcing financial and operating results for the quarter and
six months ended June 30, 1997. A copy of said press release is filed as
Exhibit 99.1 to this report and is incorporated herein by reference.
On July 23, 1997, Registrant issued a press release announcing that it
had executed a definitive agreement with Global Technologies, Inc. relating
to the acquisition by the Registrant of the assets of The Marion Power
Shovel Company and the assets certain related businesses from Global
Technologies, Inc. A copy of said press release is filed as Exhibit 99.2 to
this report and is incorporated herein by reference.
On July 31, 1997, Registrant issued a press release announcing that it
had executed a Letter of Intent with American Industrial Partners Capital
Fund II, L.P. ("American Industrial Partners"), providing for the
acquisition of Registrant by American Industrial Partners or one of its
affiliates. Under the terms of the Letter of Intent, American Industrial
Partners would acquire all of the shares of Registrant at a price of $18 per
share. The transaction is subject to customary contingencies, including the
execution of a definitive agreement, financing, and shareholder, board of
directors and regulatory approvals. A copy of said press release is filed
as Exhibit 99.3 to this report and is incorporated herein by reference. A
copy of said Letter of Intent is filed as Exhibit 99.4 to this report and is
incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits:
99.1 Press release announcing financial and operating
results for the quarter and six months ended June 30,
1997.
99.2 Press release announcing the execution of a definitive
agreement for the acquisition by Registrant of the
assets of The Marion Power Shovel Company and the
assets of certain related businesses from Global
Technologies, Inc.
99.3 Press release announcing the execution of a Letter of
Intent with American Industrial Partners, providing
for the acquisition of Registrant by American
Industrial Partners or one of its affiliates.
99.4 Letter of Intent dated July 30, 1997 between
Registrant and American Industrial Partners, providing
for the acquisition of Registrant by American
Industrial Partners or one of its affiliates.
<PAGE>
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.
BUCYRUS INTERNATIONAL, INC.
(Registrant)
By: /s/C. R. Mackus
Name: C. R. Mackus
Title: Secretary and Controller
Date: August 1, 1997
<PAGE>
BUCYRUS INTERNATIONAL, INC.
EXHIBIT INDEX
TO
CURRENT REPORT ON FORM 8-K
Incorporated
Exhibit Herein By Filed
Number Description Reference Herewith
99.1 Press release announcing X
financial and operating
results for the quarter
and six months ended
June 30, 1997.
99.2 Press release announcing the X
execution of a definitive
agreement for the acquisition
by Registrant of the assets
of The Marion Power Shovel
Company and the assets of
certain related businesses
from Global Technologies, Inc.
99.3 Press release announcing the X
execution of a Letter of Intent
with American Industrial
Partners Capital Fund II, L.P.
("American Industrial Partners"),
providing for the acquisition
of Registrant by American
Industrial Partners or one of
its affiliates.
99.4 Letter of Intent dated July 30, X
1997 between Registrant and
American Industrial Partners
providing for the acquisition
of Registrant by American
Industrial Partners
or one of its affiliates.
EXHIBIT 99.1
FORM 8-K
PRESS RELEASE
BUCYRUS INTERNATIONAL, INC.
(NASDAQ: BCYR)
FOR IMMEDIATE RELEASE
HIGHLIGHTS OF SECOND QUARTER 1997 RESULTS
South Milwaukee, Wisconsin, July 11, 1997... Bucyrus International, Inc.
today reported highlights of its results for the quarter and six months ended
June 30, 1997.
The Company's net sales for the quarters ended June 30, 1997 and 1996 were
$83.9 million and $69.4 million, respectively, and for the six months ended
June 30, 1997 and 1996 were $143.8 million and $130.8 million, respectively.
Net income for the quarter and six months ended June 30, 1997 was $2.5
million or $.24 per share and $3.4 million or $.33 per share, respectively,
compared with net income for the quarter and six months ended June 30, 1996 of
$.6 million or $.06 per share and $.9 million or $.09 per share, respectively.
Adjusted EBITDA for the quarters ended June 30, 1997 and 1996 were $7.8
million and $5.0 million, respectively, and for the six months ended June 30,
1997 and 1996 were $12.9 million and $9.3 million, respectively.
Backlog at June 30, 1997 was $215.8 million compared with backlog of
$158.7 million at December 31, 1996 and $184.1 million at June 30, 1996.
Willard R. Hildebrand, President and Chief Executive Officer, said "We are
very encouraged with the continued improvement of our quarterly financial
results which confirm the positive effects of our various management programs
to strengthen the Company for the long term."
Bucyrus International, Inc. is a leading manufacturer of surface mining
equipment.
Contact: Daniel J. Smoke, Vice President and Chief Financial Officer, 414-
768-5371, or Craig R. Mackus, Secretary and Controller, 414-768-4267.
<PAGE>
BUCYRUS INTERNATIONAL, INC.
SUMMARY OF CONSOLIDATED EARNINGS
(In Thousands Except Per Share Amounts)
Quarter Ended June 30, Six Months Ended June 30,
1997 1996 1997 1996
Revenues:
Net sales $ 83,876 $ 69,364 $ 143,762 $ 130,820
Other income 351 248 615 464
__________ __________ __________ __________
84,227 69,612 144,377 131,284
__________ __________ __________ __________
Costs and Expenses:
Cost of products
sold 68,256 57,360 116,261 107,023
Product development,
selling, administrative
and miscellaneous
expenses 9,692 8,919 18,345 17,854
Interest expense 2,042 2,093 3,956 4,173
__________ __________ __________ __________
79,990 68,372 138,562 129,050
__________ __________ __________ __________
Earnings before
income taxes 4,237 1,240 5,815 2,234
Income taxes 1,729 628 2,392 1,324
__________ __________ __________ __________
Net earnings $ 2,508 $ 612 $ 3,423 $ 910
Weighted average number
of common and common
equivalent shares
outstanding 10,353,305 10,234,574 10,345,443 10,234,574
Net earnings per share
of common stock $ .24 $ .06 $ .33 $ .09
Adjusted EBITDA (1) $ 7,849 $ 4,964 $ 12,900 $ 9,333
(1) Earnings before interest expense, income taxes, depreciation,
amortization, stock compensation and (gain) loss on sale of fixed assets.
<PAGE>
BUCYRUS INTERNATIONAL, INC.
SUMMARY OF CONSOLIDATED BALANCE SHEETS
(In Thousands)
June 30, December 31,
1997 1996
Assets
Current Assets:
Cash and cash equivalents $ 11,350 $ 15,763
Receivables 54,271 32,085
Inventories 74,587 70,889
Prepaid expenses and other current assets 5,091 2,504
Total Current Assets 145,299 121,241
Other Assets 15,575 15,627
Property, Plant and Equipment 37,639 36,027
$198,513 $172,895
Liabilities and Common Shareholders' Investment
Current Liabilities:
Accounts payable and accrued expenses $ 41,712 $ 33,765
Liabilities to customers on uncompleted
contracts and warranties 7,170 3,579
Income taxes 2,042 1,469
Short-term obligations 10,788 3,186
Current maturities of long-term debt 655 428
Total Current Liabilities 62,367 42,427
Long-Term Liabilities 26,329 26,380
Long-Term Debt 68,750 66,627
Common Shareholders' Investment 41,067 37,461
$198,513 $172,895
EXHIBIT 99.2
FORM 8-K
PRESS RELEASE
BUCYRUS INTERNATIONAL, INC.
(NASDAQ: BCYR)
FOR IMMEDIATE RELEASE
BUCYRUS INTERNATIONAL, INC. ANNOUNCES
PURCHASE OF MARION POWER SHOVEL COMPANY
FROM GLOBAL INDUSTRIAL TECHNOLOGIES, INC.
South Milwaukee, Wisconsin, July 23, 1997... Bucyrus International, Inc.
("Bucyrus") and Global Industrial Technologies, Inc. ("Global") today
announced that they have entered into a definitive agreement for Global to
sell the assets of The Marion Power Shovel Company ("Marion") to Bucyrus for
$40.1 million. Global had previously announced that the sale of Marion would
complete its exit from the mining equipment business. Closing is subject to
final FTC approval, which the parties hope to receive shortly.
Bucyrus will continue to provide new equipment and the related parts and
service for the worldwide surface mining industry. The combined businesses
will provide improved and cost effective parts and support services to the
worldwide customer base.
Bucyrus International, Inc. is a leading manufacturer of surface mining
equipment.
Contact: Daniel J. Smoke, Vice President and Chief Financial Officer, 414-
768-5371, or Craig R. Mackus, Secretary and Controller, 414-768-4267.
EXHIBIT 99.3
FORM 8-K
PRESS RELEASE
BUCYRUS INTERNATIONAL, INC.
(NASDAQ: BCYR)
FOR IMMEDIATE RELEASE
BUCYRUS INTERNATIONAL, INC.
TO BE ACQUIRED BY
AMERICAN INDUSTRIAL PARTNERS
South Milwaukee, Wisconsin, July 31, 1997... Willard R. Hildebrand,
President and CEO of Bucyrus International, Inc. ("Bucyrus"), announced today
that Bucyrus has entered into a letter of intent with American Industrial
Partners Capital Fund II, L.P. ("American Industrial Partners"), providing for
the acquisition of Bucyrus by American Industrial Partners or one of its
affiliates. Under the terms of the letter of intent, American Industrial
Partners would acquire all of the shares of Bucyrus at a price of $18 per
share. The transaction is subject to customary contingencies, including the
execution of a definitive agreement, financing, and shareholder, board of
directors and regulatory approvals.
Bucyrus stated that this transaction is not expected to have any effect on
its previously announced acquisition of The Marion Power Shovel Company.
Bucyrus is one of the world's leading manufacturers of large scale surface
mining equipment and a provider of aftermarket parts and services.
American Industrial Partners is a private investment partnership which
makes equity investments in public and privately held companies located
principally in the United States.
Contact: Willard R. Hildebrand, President and Chief Executive Officer or
Daniel J. Smoke, Vice President and Chief Financial Officer
(414) 768-5375 or (414) 768-5378
EXHIBIT 99.4
FORM 8-K
July 30, 1997
STRICTLY PRIVATE AND CONFIDENTIAL
Mr. W.R. Hildebrand
President and Chief
Executive Officer
Bucyrus International, Inc.
1100 Milwaukee Avenue
P.O. Box 500
South Milwaukee, WI 53172-0500
Dear Bill:
We appreciate the opportunity we have had to discuss with you and your
financial advisor a potential acquisition of Bucyrus International, Inc. (the
"Company") by American Industrial Partners or an affiliated entity (the
"Purchaser"). Our firm has had on-going discussions with the Company relating
to our interest in acquiring the Company, or a portion thereof, since 1993.
The Company's recent announcement of its agreement to acquire the Marion Power
Shovel business prompted us to contact the Company's financial advisor to
renew our expression of interest. We have conducted a business due diligence
review of the Company and its business which is now substantially complete.
As a result, we are pleased to submit this written proposal to acquire
all of the outstanding shares of capital stock of the Company pursuant to the
terms set forth below. We believe that the price proposed -- $18 per share
cash -- and the other terms contemplated represent a very favorable
transaction for the Company's stockholders. In this regard, we note that the
price proposed is based on the discussions we have had with and is fully
responsive to the level discussed with the Company's financial advisor.
Our investment fund, American Industrial Partners Capital Fund II, L.P.
(the "Fund"), has in excess of $500 million of capital available for equity
investments under a blind pool arrangement which is contingent only upon the
approval of the directors of the Fund. The directors of the Fund have
approved the proposal embodied in this letter, subject to the completion of
legal, accounting, tax and environmental due diligence which we are confident
can be completed within ten business days with appropriate cooperation from
the Company and its advisors.
The Fund is prepared to commit at least $144 million of equity capital
to finance the transaction, including the purchase of all outstanding equity
interests in the Company and the repayment of certain indebtedness for
borrowed money of the Company. In accordance with discussions with the
Company's financial advisor, the balance of the required financing would come
from the proceeds of the sale in a 144A private placement of long-term Senior
Subordinated Notes in the aggregate principal amount of approximately $150
million and from a draw upon the Company's currently proposed revolving credit
facility. Based upon our discussions with the Company s financial advisor,
our own review of the Company s business and our prior record of completion of
transactions of this type (we have never failed to complete a transaction
because of financing), we are confident that the financing outlined herein can
be accomplished in an expeditious manner. These circumstances, together with
the conservative nature of the proposed financing structure, should provide
the Company's Board of Directors with a high degree of comfort regarding our
ability to complete the acquisition proposed in this letter on a timely basis.
We are fully prepared to marshall the internal and external resources
necessary to move ahead promptly. Importantly, however, as set forth in
paragraphs 5 and 6 of the proposal outlined below, our willingness to proceed
with this proposal is subject to our mutual understanding that the Company
will negotiate definitive agreements with us on an exclusive basis.
The basic outline of our proposal is as follows:
1. Structure/Price. The Purchaser would enter into a merger agreement with
the Company ("Merger Agreement"), pursuant to which the Purchaser would
acquire all outstanding shares of capital stock of the Company (the
"Shares") at a price equal to $18 per share in cash (the "Transaction
Price"). We will endeavor to proceed with a first-step cash tender
offer at the Transaction Price for any and all outstanding Shares,
provided that this can be accomplished consistent with the financing
terms set forth in the second paragraph on page 2, above.
2. Agreement to Tender and Option. Concurrently with the execution of the
Merger Agreement, the stockholder holding approximately 40% of the
outstanding Shares (the "Major Stockholder") would execute and deliver
to the Purchaser an agreement (the "Stockholder Agreement") pursuant to
which the Major Stockholder agrees to tender all of the Shares held by
it to the Purchaser in the tender offer (if made) and to vote all such
Shares in favor of the merger, and granting to the Purchaser an option
to purchase all of such Shares at an exercise price equal to the
Transaction Price. The option would be exercisable in certain
circumstances to be enumerated in the definitive Stockholder Agreement,
including upon termination of the Merger Agreement, and would remain
exercisable for a period of time thereafter, to be mutually agreed. In
the event that an entity other than the Purchaser acquired a majority of
the outstanding Shares at a price higher than the Transaction Price
pursuant to an agreement signed within such period, the Purchaser and
the Major Stockholder would share 50/50 in the amount by which the price
in such other acquisition exceeded the Transaction Price.
3. Definitive Agreements and Conditions. The transaction is subject to the
negotiation and execution of definitive agreements with terms
satisfactory to the Company, the Major Stockholder and the Purchaser.
The definitive agreements will contain representations, warranties and
covenants customary in transactions of this type. Prior to the
execution of the definitive agreements, (i) the transaction, including
the merger, the Merger Agreement and the Stockholder Agreement, shall
have been approved by the Board of Directors of the Company and (ii) the
Purchaser shall have completed a due diligence review of the assets and
business of the Company satisfactory to the Purchaser. The definitive
agreements themselves will include conditions to closing customary in
transactions of this type, including the following:
a. The debt financing necessary to finance the transaction shall be
available to the Purchaser on the terms previously disclosed to
the Company.
b. The acquisition of Marion Power Shovel by the Company shall have
been consummated on substantially the terms, including the use of
the PPM America Special Investments Fund, L.P., Inc. bridge
financing, previously disclosed to the Purchaser.
c. All required consents of third parties, if any, shall have been
received.
d. All filings required under the Hart-Scott-Rodino-Antitrust
Improvement Act of 1976, as amended, shall have been made and all
waiting periods shall have expired.
e. There shall have been no material adverse change (as defined in
the definitive agreements) between the date of the Company's
latest publicly available audited balance sheet and the date of
closing.
f. If a first-step tender offer is commenced, stockholders holding at
least 51% of the Shares on a fully diluted basis shall have
tendered their Shares in the tender offer.
4. Termination Fee. The definitive Merger Agreement will provide that in
the event that the Merger Agreement is terminated due to certain
circumstances to be enumerated in the definitive Merger Agreement, the
Purchaser will be entitled to a termination fee of $7 million.
5. Exclusivity. Until the earliest to occur of (i) three weeks following
the date of your acceptance of this letter proposal, (ii) the
abandonment of the transaction by the Purchaser and (iii) the execution
of the definitive agreements: (a) neither the Company nor its
representatives or agents will solicit offers from, engage in
discussions or negotiations with or provide financial or operating
information to, any other party for the purpose of determining any or
which is reasonably likely to lead to interest in acquiring the Company
or any of its securities or material assets, (b) the Company will cease
any current discussions with any third parties and (c) the Company will
promptly notify the Purchaser in the event that it receives any
unsolicited indication of interest or proposal concerning an acquisition
proposal. The definitive Merger Agreement will provide restrictions
substantially similar to the foregoing, subject to certain limited
exceptions, including a fiduciary out, to be set forth in the definitive
Merger Agreement.
6. Certain Expenses/Fee. If within six months after the date hereof the
Company signs an agreement pursuant to which (by stock purchase, merger,
asset purchase or otherwise) control of the Company or a substantial
part of its assets is acquired by a third party, then (within five (5)
business days of the closing of such transaction) the Company shall
reimburse American Industrial Partners and its affiliates for their
expenses (including legal, accounting and consulting fees) not exceeding
$500,000 incurred in connection with this proposal and shall pay
American Industrial Partners a fee of $1 million.
7. Enforceability. Upon its acceptance by you, except for paragraphs 5 and
6, this letter will constitute an expression of intent only and shall
not be deemed legally binding upon the parties hereto. This letter does
not set forth all of the matters upon which agreement must be reached in
order for the proposed transaction to be consummated. Notwithstanding
anything contained in this paragraph, the provisions of paragraphs 5 and
6 of this letter shall constitute a legally binding and enforceable
agreement between us.
If the foregoing meets with your approval, please indicate your
acceptance and, with respect to paragraphs 5 and 6 only, your agreement, by
signing and returning the accompanying copy of this letter, whereupon we shall
proceed promptly to commence our due diligence review and to prepare drafts of
the definitive agreements.
Very truly yours,
AMERICAN INDUSTRIAL PARTNERS CAPITAL FUND
II, L.P.
By: American Industrial Partners II, L.P. its
General Partner
By: American Industrial Partners Corporation
its General Partner
By: Theodore C. Rogers
its General Partner-Director
/s/T. C. Rogers
ACCEPTED AND, WITH RESPECT
TO PARAGRAPHS 5 AND 6,
AGREED TO THIS 30th DAY OF
July, 1997.
BUCYRUS INTERNATIONAL, INC.
By: /s/W. R. Hildebrand
Name: Willard R. Hildebrand
Title: President and Chief Executive Officer
