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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 16, 1999
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CENTRAL SPRINKLER CORPORATION
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(Exact Name of Registrant Specified in Charter)
Pennsylvania 0-13940 23-2328106
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(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification No.)
Incorporation)
451 North Cannon Avenue
Lansdale, PA 19446
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (215) 362-0700
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
Merger Agreement. On June 15, 1999, Central Sprinkler Corporation, a
Pennsylvania corporation (the "Company") entered into an Agreement and Plan of
Merger with Tyco Acquisition Corp. VI, a Delaware corporation ("Tyco"), Alpha
Acquisition Corp., a Pennsylvania corporation and a direct wholly owned
subsidiary of Tyco ("Acquisition Sub") (the "Merger Agreement"). The obligations
of Tyco and Acquisition Sub under the Merger Agreement have been guaranteed by
Tyco International Ltd., a Bermuda company ("Parent").
The Merger. The Merger Agreement provides for the merger (the "Merger")
of Acquisition Sub with and into the Company, with the Company as the surviving
corporation in the Merger (the "Surviving Corporation"). Following the Merger,
the Surviving Corporation shall become a direct, wholly owned subsidiary of
Tyco. A copy of the Press Release dated June 16, 1999 is attached as Exhibit
99.1, and is incorporated herein by reference.
Conversion. In the Merger, each outstanding share of common stock of
the Company ("Company Common Stock") shall be converted into the right to
receive cash in an amount equal to $30.00 per share. In addition, following the
Merger, each outstanding option to purchase shares of Company Common Stock,
whether or not vested or exercisable, shall constitute the right to receive an
amount in cash equal to the positive difference, if any, between the exercise
price of such option and the amount of $30.00, multiplied by the number of
shares of Company Common Stock for which such option was exercisable immediately
prior to the effective time of the Merger.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit Number Description
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99.1 Press Release, dated June 16, 1999 issued by
the Company.
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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 hereunto duly authorized.
CENTRAL SPRINKLER CORPORATION
By /s/ Mathias J. Barton
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Mathias J. Barton
Senior Vice President, Finance and
Chief Financial Officer
Dated: June 16, 1999
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Exhibit Index
Exhibit Number Description
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99.1 Press Release, dated June 16, 1999 issued
by the Company.
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Exhibit 99.1
FOR IMMEDIATE RELEASE
CONTACT: CONTACT:
J. Brad McGee Mathias J. Barton
Tyco International (US) Inc. Central Sprinkler Corporation
Senior Vice President Senior Vice President
(603) 778-9700 (215) 393-0220
TYCO INTERNATIONAL TO ACQUIRE CENTRAL SPRINKLER CORPORATION
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Immediately Accretive, Acquisition Provides Excellent Strategic Fit
Hamilton, Bermuda and Lansdale, PA, June 16, 1999 -- Tyco International
Ltd. (NYSE-TYC, LSE-TYI, BSX- TYC), a diversified manufacturing and service
company, and Central Sprinkler Corporation (NASDAQ-CNSP) a leading designer,
manufacturer, and distributor of automatic fire sprinklers, valves and component
parts, announced today that they have entered into a definitive agreement
pursuant to which Central Sprinkler will merge with Tyco. Central Sprinkler
shareholders will receive $30 in cash for each share of Central Sprinkler, which
values the transaction at approximately $115 million. Shares of Central
Sprinkler closed at $22.375 on Tuesday, June 15, 1999.
Central Sprinkler, with annual revenues in excess of $220 million, is a
leader in the fire sprinkler industry. Central Sprinkler designs, manufacturers,
and distributes a complete line of fire sprinklers, valves and accessories, PVC
pipe and fittings, steel pipe, and iron grooved products.
"Central Sprinkler is an excellent fit with our existing related
businesses and operating efficiencies will result in an immediate positive
impact on earnings", said L. Dennis Kozlowski, Tyco's Chairman and Chief
Executive Officer. "The product line and customer base are very complementary to
Tyco's existing fire sprinkler businesses in the United States, Canada and
Europe. This acquisition provides significant opportunities for enhanced growth
as well as marketing efficiencies" he added.
E. Talbot ("Tal") Briddell, Chairman and Chief Executive Officer of
Central Sprinkler said, "The acquisition of Central Sprinkler by Tyco provides
exceptional value for our shareholders. The combination with Tyco expands
Central Sprinkler's growth opportunities due to Tyco's access to international
markets, knowledge of the fire sprinkler business and great financial strength.
The transaction is subject to customary regulatory review and approval
by Central Sprinkler's shareholders. The Board of Directors of both companies
have approved the transaction.
Tyco International Ltd., a diversified manufacturing and service
company, is the world's largest manufacturer, installer, and provider of fire
protection systems and electronic security services, the largest manufacturer
and servicer of electrical and electronic components and underwater
telecommunications systems, the largest manufacturer of flow control valves, and
has strong leadership positions in disposable medical products and plastics and
adhesives. The Company operates in more than 80 countries around the world and
has expected fiscal 1999 revenues in excess of $22 billion.
FORWARD LOOKING INFORMATION
Comments in this release contain certain forward-looking statements,
which are based on management's good faith expectations and belief concerning
future developments. Actual results may materially differ from these
expectations as a result of many factors, relevant examples of which are set
forth in the "Management Discussion and Analysis" section of the Company's 1998
Annual Report to Shareholders and the Company's 1998 Annual Report of Form 10-K.
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