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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) MARCH 27, 1999
YORK INTERNATIONAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 001-10863 13-3473472
(STATE OR OTHER JURISDICTION (COMMISSION (I.R.S. EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
631 S. Richland Avenue
York, Pennsylvania 17403
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (717) 771-7890
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ITEM 5. OTHER EVENTS
York International Corporation, a Delaware corporation (the "Company"),
entered into an agreement to acquire Sabroe A/S from EQT Scandinavia and J.
Lauritzen Holding Co. A copy of the press release announcing the transaction is
attached hereto as Exhibit 99.1.
ITEM 7. EXHIBITS
99.1 Press Release issued by the Company on March 27, 1999.
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.
YORK INTERNATIONAL CORPORATION
/s/ Charles F. Cargile
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Date: April 14, 1999 By: Charles F. Cargile
Title: Controller
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EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release issued by the Company on March 27, 1999.
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FOR IMMEDIATE RELEASE:
For Further Information:
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Contact:
Helen Marsteller Ole' Andersen
York International Corporation Sabroe Refrigeration A/S
(717) 771-7451 45 86 271266
YORK INTERNATIONAL CORPORATION TO ACQUIRE SABROE A/S
--YORK REFRIGERATION GROUP TO BE WORLD'S LEADING REFRIGERATION COMPANY --
YORK, PA, and ARHUS, DENMARK, March 28, 1999 - York International Corporation
(NYSE: YRK), one of the world's largest suppliers of heating, ventilating, air
conditioning and refrigeration products, announced today that it has entered
into a definitive agreement to acquire Sabroe A/S from EQT Scandinavia and J.
Lauritzen Holding Co., for $590 million in cash. Sabroe is among the world's
largest suppliers of refrigeration systems and products in Europe, Latin America
and Asia.
The integration of Sabroe into York's refrigeration group will combine two of
the world's premier refrigeration businesses and will create the largest
refrigeration company in the world. Following the transaction, York's
Refrigeration Group will have its largest presence in European markets, will
occupy a much broader landscape in Asian and Latin American markets to
complement its strong North American operations. York will also be the world's
largest supplier of marine refrigeration products.
Based on 1998 results for the two companies, total pro forma annual revenues for
the Refrigeration Products Group of York International would be approximately
$1.2 billion.
"Sabroe's management team has developed one of the world's leading refrigeration
companies, and we are very pleased that by joining forces we will realize one of
York's long-term strategic goals," said Robert N. Pokelwaldt, Chairman and CEO
of York. "The combination of Sabroe's and York's refrigeration operations will
give us the critical mass we need to continue to be globally competitive in a
consolidating industry. While our business has grown and delivered improved
results, the addition of Sabroe will
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position us for further growth throughout the coming decade. The transaction
will dramatically strengthen our position in the emerging markets of Latin
America, Asia and Eastern Europe. It also strengthens our worldwide service and
aftermarket capabilities. The top-line growth, along with operating efficiencies
we will achieve, will make this acquisition only slightly dilutive to our
earnings this year, and accretive to our earnings in 2000."
"By combining with York, we create a company with profound global strengths,"
said Ole' Andersen, Chief Executive Officer of Sabroe. "Our strengths in
European and Latin American markets are an excellent complement to York's
strength in its core North American Market. The addition of our industrial and
marine contracting services, which will become a part of York's refrigeration
division, gives balance to York's diverse product offerings. Together we have
created a company that can provide complete, customized refrigeration systems
and after-sales service for customers around the world."
"We're delighted with this transaction, and feel that it is the right step for
us and for our shareholders," said Michael Christiansen, Chairman of the Board
of Directors of J. Lauritzen Holding Co., a Denmark-based, publicly-held holding
company with extensive industrial and shipping interests. "While we considered
a public offering for Sabroe, the opportunity to combine Sabroe with York in
this way, at a fair price, removes the market uncertainty of an IPO for our
shareholders, Sabroe's employees and customers. We are confident that the
combination of the two companies will ensure the continuous growth of the
successful Sabroe refrigeration business within York International Corporation"
The Chairman of EQT Scandinavia, Gosta Bystedt stated, "Sabroe has been a prime
example of how EQT, with its industrial network and expertise, has added value
to Sabroe. During our ownership, Sabroe has undergone a dramatic transformation
to become a strong and very competitive supplier of industrial refrigeration.
The combination with York is a natural extension of York's expansive global
strategy."
The transaction is expected to close in the second quarter and is subject to
regulatory and other approvals.
Goldman Sachs & Co. acted as a financial advisor to York on this transaction,
and Morgan Stanley acted as financial advisor to J. Lauritzen Holding Co. Jonas
Bruun served as legal counsel to York, and Kromann & Munter served as legal
counsel to J. Lauritzen Holding Co.
Sabroe is among the world's largest suppliers of industrial and marine
refrigeration systems and products with large markets for its refrigeration
products in Europe, Latin America, and Asia. Sabroe is a leading provider of
refrigeration contracting services, which includes customized refrigeration
solutions for industrial, food processing and
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marine customers.
York is a full-line, global designer and manufacturer of heating, ventilating,
air conditioning and refrigeration (HVAC&R) products. York is the largest
independent supplier of HVAC&R equipment in the United States and a leading
competitor in the industry internationally, with a significant market presence
for refrigeration products in both North American and European markets. It is
also a leading supplier of refrigeration equipment, contracting services, marine
refrigeration equipment, and after-market refrigeration services. With 1998
revenues of $3.3 billion, the Company's products are sold in more than 100
countries and York has approximately 21,000 employees worldwide.
This release may include "forward-looking statements" that involve risks and
uncertainties. Actual results could differ materially from those projected in
the forward-looking statements. Factors that could affect results include
economic and political environments, climatic conditions, currency, regulatory
and competitive pressures. Additional information regarding these risk factors
and uncertainties is detailed in York's SEC filings.
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