FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
December 22, 1993
PENTAIR, INC.
(Exact name of Registrant as specified in its Charter)
MINNESOTA 0-4689 41-0907434
(State or other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
1500 County Road B2 West Suite 400
St. Paul, Minnesota 55113
(Address of Principal Executive Offices) (Zip Code)
612-636-7920
(Registrant's Telephone Number, Including Area Code)
Not applicable
(Former name or former address, if changed since last
report)
<PAGE>
Item 5. Other Events.
On December 22, 1993, the Registrant entered into a
definitive agreement to acquire the Schroff Group from
Fried. Krupp AG Hoesch-Krupp of Germany. The transaction
will include the net assets and business of the Schroff
Group (Schroff) including the stock of its international
subsidiaries. The cash purchase price will be
approximately $150 million, including certain
intercompany liabilities to be paid at closing. Bank
borrowings are expected to be used to finance the
purchase. Closing is anticipated to occur by March 1994,
however the structure of the agreement provides for an
effective date of January 1, 1994.
Schroff designs, manufactures and markets cabinets,
cases, subracks and accessories for the electronics
industry. The company has approximately 1,400 employees
with operations in Germany, France, England, the United
States, Japan, Sweden, Finland, Italy and Taiwan.
Schroff is the largest manufacturer in Europe's
electronic enclosure market and a world technical leader.
The company's estimated sales are approximately $160
million.
<PAGE>
Item 7. Financial Statements and Exhibits.
c. Exhibits
(2.1)P Asset Purchase Agreement among EuroPentair Gmbh,
Pentair Deutschland Gmbh, F.C. Holdings, Inc.
USA, and Schroff Gmbh dated December 22, 1993
(without Exhibits). The Registrant agrees to
provide a copy of such Exhibits to the Commission
upon request.
(2.2)P Agreement between Pentair, Inc. and Fried. AG
Krupp Hoesch-Krupp dated December 22, 1993
(2.3)P Non-Competition Agreement dated December 22, 1993
(2.4)P Letter of Guarantee to Seller by Pentair, Inc. of
Buyer's obligations under Asset Purchase
Agreement
(2.5) Letter of Guarantee to Buyer by Fried. Krupp AG
Hoesch-Krupp of Seller's obligations under Asset
Purchase Agreement
(99) Press Release, dated December 22, 1993,
concerning the definitive agreement to purchase
Schroff.
<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.
PENTAIR, INC
By: Joseph R. Collins
Senior Vice President,
Chief Financial Officer
Dated: January 4, 1994
EXHIBIT 2.5
FRIED KRUPP AG HOESCH-KRUPP
LETTER OF GUARANTEE
SCHROFF GMBH
Langenalber Strabe 96-100
75334 Straubenhardt ("Seller")
a wholly-owned subsidiary of Fried. Krupp AG Hoesch-
Krupp, has sold
- - its assets by Purchase Agreement as of December 22,
1993 to Pentair Deutscheland Gmbh,
- - its shares of its subsidiaries Schroff S. A., France,
Schroff UK Ltd., Great Britain, Schroff S.r.l., Italy and
Schroff Scandinavia A.B., Sweden to EuroPentair, and
- - its shares of its subsidiaries Schroff Inc., USA,
Schroff K.K., Japan and Schroff Co. Ltd., Taiwan to F.C.
Holdings Inc., USA.
Pentair Deutschland Gmbh, EuroPentair Gmbh and F.C.
Holdings Inc. (collectively hereinafter referred to as
"Buyers"), are directly or indirectly wholly-owned
subsidiaries of Pentair Inc., USA.
Pursuant to Sec. 11.9 of the Purchase Agreement, Fried.
Krupp AG Hoesch-Krupp has to submit to Buyers a guarantee
to secure Buyers for the amounts owed to them by Seller
on the Closing Date or thereafter. This premised, we
hereby unconditionally and irrevocably undertake and
agree to guarantee to pay or to cause the Seller to pay
to Buyers all indemnification amounts which Seller may be
owing to Buyers on the Closing Date or arising
thereafter.
This Letter of Guarantee becomes valid from its date of
issuance and will remain in force until four years after
Closing Date and thereafter it shall become null and
void, whether being returned to us or not.
This Letter of Guarantee shall be governed by German Law.
Place of jurisdiction shall be Essen, Germany.
Fried. Krupp AG Hoesch-Krupp
Essen, Germany
EXHIBIT 99
PENTAIR
WATERS EDGE PLAZA
1500 COUNTY ROAD B2 WEST
SAINT PAUL, MN 55113-3105
612.636.7920
NEWS RELEASE
DATE: DECEMBER 22, 1993
FOR RELEASE: IMMEDIATELY
CONTACT: MARK CAIN (612) 636-7920
PENTAIR TO ACQUIRE EUROPEAN ENCLOSURE MANUFACTURER
Purchase makes Pentair the work's leading enclosure
manufacturer; furthers acquisition and international
expansion strategies
ST. PAUL, Minn. -- Pentair, Inc. (NASDAQ/NMS:PNTA), the
St. Paul-based manufacturer of industrial products and
paper, today announced it has reached a definitive
agreement to acquire the Schroff Group, Straubenhardt,
Germany, from Fried. Krupp AG Hoesch-Krupp, subject to
the approval of appropriate governmental authorities.
the transaction will include the net assets and business
of the Schroff Group, including its international
subsidiaries. The purchase price will be approximately
$150 million.
Schroff designs, manufactures and markets cabinets,
cases, subracks and accessories for the electronics
industry. The company has approximately 1,400 employees
with operations in Germany, France, England, the United
States, Japan, Sweden, Finland, Italy and Taiwan.
Schroff is the largest manufacturer in Europe's
electronic enclosure market and a world technical leader.
The company's estimated sales are approximately $160
million.
Pentair's Hoffman Engineering subsidiary is the leading
North American manufacturer of electrical enclosures and
related products. Pentair acquired the Hoffman business
in December, 1988.
"This friendly transaction furthers our dual strategy of
building the industrial side of our business through a
major acquisition and providing Pentair a more
significant global presence." said Pentair Chairman and
Chief Executive Officer Winslow H. Buxton. "Pentair's
ownership of Schroff and Hoffman will represent
leadership in the world-wide enclosure market. The
combination of electronic enclosures from Schroff and
electrical enclosures from Hoffman provides the most
comprehensive product offering in the world."
Schroff and Hoffman will continue to operate as separate
businesses within Pentair, providing uninterrupted
service to their customers. Buxton said there are
significant opportunities to add value to both businesses
through joint efforts in specific product lines, markets
and geographic locations.
"We have been searching for a major acquisition for some
time, but I believe our patience and resolve over the
last three years have been rewarded in this opportunity
to acquire Schroff," Buxton said. "With its strong brand
name, leading market position and extensive product line,
Schroff is an ideal fit with Pentair's strategic
objectives. We are very enthusiastic about the growth
potential this acquisition offers Schroff, Hoffman
Engineering and Pentair."
Pentair, Inc. is a St. Paul, Minnesota-based company with
1992 sales of $1.23 billion and approximately 8,300
employees. The company is currently comprised of 10
businesses which manufacture electrical enclosures;
woodworking equipment; power tools; sporting ammunition;
automotive service equipment; industrial lubrication
systems and material dispensing equipment; pumps; and
paper. Pentair common stock is quoted on the NASDAQ
National Market System under the symbol: PNTA.
