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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 EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 2, 2000
INTERLOGIX, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-24900 06-1340453
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
12345 SW Leveton Drive
Tualatin, Oregon 97062
(Address of Principal Executive Offices) (ZIP CODE)
Registrant's Telephone Number, including area code: (503) 691-7243
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ITEM 1. PURPOSE OF TRANSACTION.
On May 2, 2000, pursuant to the Agreement and Plan of Merger and
Reorganization dated as of September 28, 1999, as amended (the "Merger
Agreement"), between ITI Technologies, Inc., now known as Interlogix, Inc. (the
"Company"), and SLC Technologies, Inc. ("SLC"), SLC merged with and into the
Company, with the Company as the surviving corporation (the "Merger"). In the
Merger, SLC's outstanding common stock was converted into 15,170,640 shares of
common stock, par value $.01 per share, of the Company ("Company Common Stock").
Prior to the Merger, the sole stockholder of SLC was Berwind Group Partners
("Berwind"), a Pennsylvania general partnership principally engaged, through its
subsidiaries, in the ownership and operation of industrial, natural resources,
financial and real estate businesses. The address of the principal business and
executive offices of Berwind is 1 Belmont Avenue, Suite 401, Bala Cynwyd, PA
19004. Berwind is a general partnership owned by five trusts, each of which was
organized in Pennsylvania (collectively, the "Berwind Trusts"). The name and
address of the business and principal office of each of the Berwind Trusts is
set forth in Schedule A to Berwind's Amendment No. 1 to Schedule 13D filed with
the Securities and Exchange Commission on May 10, 2000. The principal business
of each Berwind Trust is to hold investments for the benefit of its
beneficiaries.
Pursuant to the terms of the Merger Agreement, the Company's stockholders had
the right to elect to receive $36.50 in cash at the effective time of the
Merger for each share of Company Common Stock owned, subject to the limitation
that no more than 50 percent of the total number of shares of Company Common
Stock outstanding immediately prior to the effective time of the Merger would
be exchanged for cash. The Company's stockholders elected to exchange more than
50 percent of the outstanding shares of Company Common Stock for cash, and the
shares exchanged were therefore reduced on a pro rata basis so that 50 percent
of the outstanding shares of Company Common Stock immediately prior to the
effective time of the Merger were exchanged for cash. As a result of the
transaction, Berwind owns approximately 78 percent of the issued and
outstanding shares of Company Common Stock, which is the only class of voting
securities issued by the Company.
The source of funds used in connection with the cash election was
borrowings from a syndicate of banks. SLC entered into a Credit Agreement, dated
as of November 17, 1999 among PNC Bank, National Association, as Administrative
Agent for the Banks; First Union National Bank, as Documentation Agent for the
Banks; The Chase Manhattan Bank; National City Bank of Pennsylvania; Sun Trust
Bank, Atlanta; The Bank of New York; Bank of America, N.A.; Summit Bank;
Comerica Bank, as Co-Agents; the Banks named therein and the Borrowers from time
to time party thereto (the "Credit Agreement"). The Credit Agreement was assumed
by the Company immediately following the effective time of the Merger. The
Credit Agreement provides for loans of up to an aggregate principal amount of
$325 million to be borrowed by the Company and its subsidiaries, $235 million of
which was borrowed immediately after the effective time of the Merger.
Pursuant to the terms of the Merger, as of the effective time of the
Merger, the total number of persons serving on the Board of Directors of the
Company is nine (unless otherwise agreed in writing by the parties hereto prior
to the effective time of the Merger), two of whom are Thomas L. Auth and Perry
J. Lewis and seven of whom were selected by and at the absolute discretion of
the Board of Directors of SLC. Thereafter, membership on the Board of Directors
of the Company shall be determined in accordance with a voting agreement by and
among Berwind, Thomas L. Auth and MLGA Fund II, L.P., dated as of May 2, 2000
(the "Voting Agreement"), which is filed as Exhibit 4.1 to this Report on Form
8-K and incorporated by reference herein. The foregoing description of the
Voting Agreement is qualified in its entirety by reference to the full text of
the Voting Agreement. Pursuant to the Voting Agreement, Berwind will agree,
subject to the terms of the Voting Agreement, that until the second anniversary
of the effective time of the Merger, it will vote all shares of Company Common
Stock owned
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by it for the following individuals as directors of the Company: (a) Thomas L.
Auth, who will serve as Chairman of the Board of Directors of the Company, and
(b) Perry J. Lewis, but only for so long as he and certain controlled affiliates
collectively own (beneficially and of record) at least 25% of the shares of
Company Common Stock collectively owned by him and such controlled affiliates
immediately prior to the effective time of the Merger.
Pursuant to the terms of the Merger, at the effective time of the Merger, the
Certificate of Incorporation of the Company was amended (i) to change the name
of the Company to "Interlogix, Inc.," (ii) to opt out of Section 203 of the
Delaware General Corporation Law and (iii) to increase the number of authorized
shares of Company Common Stock to 60,000,000. A copy of the Certificate of
Amendment to the Company's Certificate of Incorporation is filed as Exhibit 3.1
hereto.
The terms and conditions of the Merger, a description of the businesses
of the Company prior to and following consummation of the Merger, details about
the consideration paid by the Company in connection with the Merger, and further
information about the terms of the Merger are contained in the Company's
Definitive Proxy Statement filed with the Securities and Exchange Commission on
March 28, 2000 and the definitive additional materials thereto filed by the
Company. The description of the Merger Agreement in the Definitive Proxy
Statement and the definitive additional material does not purport to be complete
and is qualified in its entirety by the express terms and provision of the
Merger Agreement. A copy of the Merger Agreement was filed as Exhibit 2.1 to the
Company's Form 8-K filed on September 30, 1999 and is incorporated by reference
herein. The Amendment to the Merger Agreement dated as of March 9, 2000 is filed
as Exhibit 2.2 hereto and is incorporated by reference herein. A copy of the
Company's press release dated May 2, 2000 relating to the consummation of the
Merger is filed as Exhibit 99.1 to this Form 8-K.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
The terms of the Merger were determined in arms-length negotiations
between the Company and SLC. For a discussion of the Merger, please see Item 1
above and the information set forth in the Definitive Proxy Statement filed by
the Company with the SEC on March 28, 2000. The information related to this
transaction which would otherwise be required to be reported under Item 2 is not
provided herein pursuant to General Instructions B.3. of Form 8-K as
substantially the same information required by Item 2 has been "previously
reported" (as defined in Rule 12b-2) by the Company in connection with the
Definitive Proxy Statement.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) - (b) The financial information required by this Item 7 is not
included in this initial report on Form 8-K, but will be filed as an amendment
to this report not later than 60 days after the date that this initial report on
Form 8-K must be filed.
(c) Exhibits.
The exhibits listed on the Exhibit Index on page 4 are filed
as part of this report.
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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.
INTERLOGIX, INC.
By: /s/ CHARLES A. DURANT
-------------------------------------
Name: Charles A. Durant
Title: Vice President,
General Counsel and Secretary
Date: May 12, 2000
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EXHIBIT INDEX
Exhibit Description
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2.1 Agreement and Plan of Merger and Reorganization dated as of
September 28, 1999, as amended, between ITI Technologies, Inc.
and SLC Technologies, Inc. (incorporated by reference to
Exhibit 2.1 of the Company's Form 8-K, filed with the
Securities and Exchange Commission on September 30, 1999).
2.2 Amendment to Agreement and Plan of Merger and Reorganization
dated as of March 9, 2000, between the Company and SLC.
3.1 Certificate of Amendment, dated May 2, 2000, to the Company's
Certificate of Incorporation.
4.1 Voting Agreement, by and among Berwind Group Partners, Thomas
L. Auth and MLGA Fund II, L.P., dated as of May 2, 2000.
99.1 Press Release of the Company dated May 2, 2000.
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Exhibit 2.2
AMENDMENT TO AGREEMENT AND PLAN
OF MERGER AND REORGANIZATION
THIS AMENDMENT (the "Amendment") to the Agreement and Plan of Merger
and Reorganization (the "Merger Agreement"), dated as of September 28, 1999, by
and between ITI Technologies, Inc., a Delaware corporation ("ITI"), and SLC
Technologies, Inc., a Delaware corporation ("SLC"), is entered into as of March
9, 2000.
WHEREAS, pursuant to the Merger Agreement, SLC shall be merged with and
into ITI (the "Merger") upon the terms and subject to the conditions set forth
therein; and
WHEREAS, SLC and ITI desire to amend and restate the cash election
procedures contained in the Merger Agreement.
NOW, THEREFORE, the parties hereby agree to amend the Merger Agreement
as follows:
Section 1.6 of the Merger Agreement is deleted in its entirety and
replaced as follows:
"Section 1.6 Cash Election Procedures.
(a) Subject to Section 1.6(b), each record holder of ITI Common Stock at
the close of business on the business day immediately preceding the ITI
Stockholder Meeting (as defined in Section 5.1) will be entitled to
elect to receive cash for all or some of the shares of ITI Common Stock
("Cash Election Shares") held by such record holder. All such elections
(each an "Election") shall be made on a form designated for that
purpose by ITI and reasonably acceptable to SLC (an "Election Form")
and in accordance with all applicable laws. Any shares of ITI Common
Stock with respect to which the record holder thereof shall not, as of
the Election Deadline (as defined below), have properly submitted to
the Exchange Agent (as defined below) a properly completed Election
Form shall be deemed not to have elected to receive cash pursuant to
Section 1.5(b) and this Section 1.6. A record holder acting in
different capacities or acting on behalf of other persons in any way
shall be entitled to submit an Election Form for each capacity in which
such record holder so acts with respect to each person for which it so
acts. The exchange agent (the "Exchange Agent") shall be Norwest Bank,
N.A., or other reputable bank or trust company jointly selected by ITI
and SLC.
(b) At the Effective Time or three business days after the Election
Deadline, whichever is later, ITI shall cause the Exchange Agent to
effect the conversions among the holders of ITI Common Stock of rights
to receive the Per Share Cash Consideration in the Merger as follows:
If the aggregate number of Cash Election Shares properly elected
represents more than 50% of the number of shares of ITI Common Stock
issued and outstanding immediately prior to the Effective Time (on the
basis of Election Forms received by the Election Deadline), then the
Exchange Agent shall reduce (pro rata according to each holder's total
number of Cash Election Shares of those holders who made an Election),
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rounded to the nearest whole share, a sufficient number of Cash
Election Shares such that the total number of Cash Election Shares
represents, as closely as practicable, 50% of the number of shares of
ITI Common Stock issued and outstanding immediately prior to the
Effective Time.
(c) Not later than the 20th business day prior to the date of the ITI
Stockholder Meeting, or such other date as ITI and SLC may agree in
writing, ITI shall mail an Election Form to each person that was a
holder of record of ITI Common Stock at that time. To be effective, an
Election Form must be properly completed, signed and actually received
by the Exchange Agent not later than 5:00 p.m. prevailing Central Time,
on the business day immediately preceding the ITI Stockholder Meeting
(the "Election Deadline") and accompanied by the certificates
representing all the shares of ITI Common Stock ("ITI Certificates") as
to which the Election is being made (or an appropriate guarantee of
delivery by an eligible organization or provision for lost, stolen,
misplaced or destroyed certificates acceptable to the Exchange Agent).
The Election Form (which shall specify that delivery shall be effected
and the risk of loss and title to the ITI Certificates (and the payment
right represented by such certificates) shall pass only upon proper
delivery of such ITI Certificates to the Exchange Agent) will advise
the holders of ITI Certificates of the procedure for surrendering to
the Exchange Agent such certificates in exchange for the Per Share Cash
Consideration. ITI shall have reasonable discretion, which it may
delegate in whole or in part to the Exchange Agent, to determine
whether Election Forms have been properly completed, signed and timely
submitted or to disregard defects in Election Forms; such decisions of
ITI (or of the Exchange Agent) shall be conclusive and binding. ITI
shall consult with SLC on any significant issues regarding any Election
Form. None of SLC, ITI or the Exchange Agent shall be under any
obligation to notify any person of any defect in an Election Form
submitted to the Exchange Agent. The Exchange Agent shall also make,
and ITI shall verify, all computations contemplated by this Section
1.6, and all such computations shall be conclusive and binding on the
holders or former holders of ITI Common Stock, absent manifest error.
The Exchange Agent shall promptly provide ITI and SLC with a copy of
the completed computation. Shares of ITI Common Stock covered by an
Election Form which is not effective shall be treated as if no Election
has been made with respect to such shares of ITI Common Stock. Once an
Election is made it may not be revoked unless such revocation has been
communicated in writing to the Exchange Agent prior to the Election
Deadline. The Exchange Agent shall cause to be properly reissued ITI
Certificates representing ITI Common Stock as to which the Election is
not applicable."
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IN WITNESS WHEREOF, ITI and SLC have caused this Agreement to be signed
by their respective officers thereunto duly authorized all as of this 9th day of
March, 2000.
ITI TECHNOLOGIES, INC.
By /s/ Thomas L. Auth
-----------------------------------------
Thomas L. Auth
Chief Executive Officer and President
SLC TECHNOLOGIES, INC.
/s/ Kenneth L. Boyda
By -----------------------------------------
Kenneth L. Boyda
Chief Executive Officer and President
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Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ITI TECHNOLOGIES, INC.
The undersigned hereby certifies that at a meeting of the stockholders
of ITI Technologies, Inc., a Delaware corporation ("ITI"), duly called and held
on May 2, 2000, the amendment to the certificate of incorporation of ITI set
forth below was duly adopted in accordance with the provisions of section 242 of
the Delaware General Corporation Law, and that such amendment has not been
subsequently modified or rescinded:
RESOLVED, that ITI's Amended and Restated Certificate of Incorporation
is hereby amended in the following respects:
A. Article First is amended to read: "FIRST: The name of the
Corporation is Interlogix, Inc."
B. Article Fifth is amended to read: "FIFTH: The total number of shares
of stock which the Corporation shall have authority to issue is
60,000,000, and the par value of each such share is $0.01, amounting in
the aggregate to $600,000."
C. A new Article Tenth will be added to read as follows: "TENTH: The
Corporation expressly elects not to be governed by Section 203 of the
Delaware General Corporation Law, as amended from time to time."
IN WITNESS WHEREOF, the undersigned has executed this certificate this
2nd day of May, 2000.
/s/ CHARLES A. DURANT
---------------------------------------
Charles A. Durant
Vice President, General Counsel and
Secretary
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Exhibit 4.1
EXECUTION COPY
VOTING AGREEMENT
VOTING AGREEMENT, dated May 2, 2000 (the "Agreement"), by and among
Berwind Group Partners, a Pennsylvania partnership ("Investor"), MLGA Fund II,
L.P., a Delaware limited partnership ("MLGA") and Thomas L. Auth, an individual
("Auth").
Background
A. SLC Technologies, Inc. ("SLC") and ITI Technologies, Inc. ("the
Company") have entered into an Agreement and Plan of Merger dated as of
September 28, 1999, as amended (the "Merger Agreement"). Capitalized terms used
but not defined herein shall have the meanings ascribed to them in the Merger
Agreement. Pursuant to the Merger Agreement, SLC will be merged with and into
the Company (the "Merger"), with the Company as the surviving corporation (the
"Surviving Corporation"), and each issued and outstanding share of capital stock
of SLC shall be converted into and exchanged for 15.17064 shares of ITI Common
Stock.
B. In accordance with the terms of the Merger Agreement, the Board of
Directors of the Company has the right to designate two individuals who are
members of the Board of Directors of the Company prior to the Effective Time to
serve as directors of the Surviving Corporation . The Company has designated
Auth and Perry J. Lewis ("Lewis") to serve as directors on the Board of
Directors of Surviving Corporation immediately after the Effective Time.
C. Investor is the sole shareholder of SLC and, after the Merger,
Investor will own in excess of 60% of the issued and outstanding shares of ITI
Common Stock. In connection with the Merger, Investor has agreed to vote its
shares of ITI Common Stock in favor the election of certain individuals as
directors of the Surviving Corporation in accordance with the terms of this
Agreement.
Terms
In consideration of the mutual covenants contained herein and intending
to be legally bound hereby, the parties hereto agree as follows:
1. Representations, Warranties and Covenants of Investor. Investor
represents and warrants that it has the requisite legal right, power and
authority to enter into this Agreement and to perform its obligations hereunder
without the need for the consent of any other person; and this Agreement has
been duly authorized, executed and delivered and constitutes the legal, valid
and binding obligation of it enforceable against Investor in accordance with the
terms hereof.
2. Representations, Warranties and Covenants of MLGA. MLGA represents
and warrants that it has the requisite legal right, power and authority to enter
into this Agreement
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and to perform its obligations hereunder without the need for the consent of any
other person; and this Agreement has been duly authorized, executed and
delivered and constitutes the legal, valid and binding obligation of MLGA
enforceable against it in accordance with the terms hereof.
3. Representations, Warranties and Covenants of Auth. Auth represents
and warrants that he has the requisite legal right, power and authority to enter
into this Agreement and to perform his obligations hereunder without the need
for the consent of any other person; and this Agreement has been duly
authorized, executed and delivered and constitutes the legal, valid and binding
obligation of Auth enforceable against him in accordance with the terms hereof.
4. Directors and Voting Agreements. Subject to Sections 5, 6 and 7
hereof, Investor agrees that until the second anniversary of the Closing Date it
will vote all shares owned by it (including executing and delivering written
consents) for the following individuals as directors of the Surviving
Corporation: (a) Auth, who will serve as Chairman of the Board of Directors of
the Surviving Corporation, and (b) Lewis, but only so long as he and his
Controlled Affiliates collectively own (beneficially and of record) at least 25%
of the shares of ITI Common Stock collectively owned by him and his Controlled
Affiliates on the date hereof. As used herein, "Controlled Affiliate" means
MLGA, MLGAL Partners, L.P., John A. Morgan and Sangwoo Ahn.
5. Right to Fill Certain Vacancies in Surviving Corporation's Board. In
the event that a vacancy is created on the Board of Directors of the Surviving
Corporation during the two-year period commencing on the Closing Date by the
death, disability, retirement, resignation or removal for Cause of a director
specified in Section 4 (or a successor thereto appointed pursuant to this
Section 5), Investor will promptly to consent in writing or vote or cause to be
voted all of the shares of ITI Common Stock owned by it to and will cause the
directors elected by it to (a) in the case of a vacancy left by Auth, to elect
an individual designated by the majority of the individuals who were directors
of the Company immediately prior to the Effective Time to fill such vacancy and
serve as a director and (b) so long as MLGA meets the ownership test of Section
4(b), in the case of a vacancy left by Lewis, to elect an individual designated
by MLGA to fill such vacancy and serve as a director.
6. Transfer of Shares by Investor. If Investor transfers any shares of
ITI Common Stock that it receives in connection with the Merger, then Investor
shall cause such transferee to execute a joinder to this Agreement whereby the
transferee agrees to be bound to the same terms of this Agreement to which
Investor is bound.
7. Right to Remove Directors. Notwithstanding Section 4, Investor may
take all action necessary to remove a director specified in Section 4 (or a
successor thereto appointed pursuant to Section 5 hereof) if Cause (defined
below) exists for such removal. As used herein, "Cause" means (i) theft,
misappropriation or embezzlement of the funds of the Surviving Corporation or
(ii) conviction of any felony, crime involving fraud or misrepresentation, or of
any other crime the effect of which is likely to adversely affect on the
Surviving Corporation;
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provided, however, that Investor shall not vote its shares of ITI Common Stock
to remove for cause the directors designated in Section 4 unless a majority of
the entire Board of Directors of the Surviving Corporation affirmatively
determines that, in good faith, such director was guilty of the type of conduct
set forth above and specifying the particulars thereof in reasonable detail. In
the event any person ceases to be a director, such person shall also cease to be
a member of any committee of the Board of Directors of the Surviving
Corporation.
8. Termination. This Agreement will terminate on the second anniversary
of the Closing Date.
9. Amendment and Modification. This Agreement may be amended or
modified, or any provision hereof may be waived, provided that such amendment or
waiver is set forth in a writing executed by the parties hereto.
10. Successors and Assigns; Entire Agreement. This Agreement and all of
the provisions hereof shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns and
executors, administrators and heirs. This Agreement sets forth the entire
agreement and understanding among the parties as to the subject matter hereof
and merges and supersedes all prior discussions, agreements and understandings
of any and every nature among them.
11. Governing Law. The validity, performance, construction and effect
of this Agreement shall be governed by and construed in accordance with the
internal law of the State of Delaware, without giving effect to principles of
conflicts of law.
12. Headings. The headings in this Agreement are for convenience of
reference only and shall not constitute a part of this Agreement, nor shall they
affect its meaning, construction or effect.
13. Counterparts. This Agreement may be executed in two or more
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original, and all of which taken
together shall constitute one and the same instrument.
14. Further Assurances. Each party shall cooperate and take such action
as may be reasonably requested by another party in order to carry out the
provisions and purposes of this Agreement and the transactions contemplated
hereby.
15. Remedies. In the event of a breach or a threatened breach by any
party to this Agreement of its obligations under this Agreement, any party
injured or to be injured by such breach, in addition to being entitled to
exercise all rights granted by law, including recovery of damages, will be
entitled to specific performance of its rights under this Agreement. The parties
agree that the provisions of this Agreement shall be specifically enforceable,
it being agreed by the
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parties that the remedy at law, including monetary damages, for breach of such
provision will be inadequate compensation for any loss and that any defense in
any action for specific performance that a remedy at law would be adequate is
waived.
16. No Third Party Beneficiaries. Nothing in this Agreement, express or
implied, is intended to or shall confer upon any other person any rights,
benefits or remedies of any nature whatsoever under or by reason of this
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
BERWIND GROUP PARTNERS
By: /s/ BRUCE J. MCKENNEY
---------------------------------
Name: Bruce J. McKenney
Title: Senior Vice President
/s/ THOMAS L. AUTH
------------------------------------
Thomas L. Auth
MLGA FUND II, L.P.
By: MLGAL PARTNERS, L.P.,
---------------------------------
its general partner
By: /s/ PERRY J. LEWIS
---------------------------------
Name:
Title:
-4-
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Exhibit 99.1
ITI TECHNOLOGIES, INC. AND SLC TECHNOLOGIES, INC. CLOSE MERGER
ST. PAUL, Minn., and PORTLAND, Ore., May 2/PRNewswire/--
ITI Technologies, Inc. (Nasdaq: ITII - news) and SLC Technologies, Inc.
announced today that the merger of the two companies was completed following
approval of the merger this morning by ITI's shareholders. Concurrent with the
closing of the merger, the name of the combined company was changed to
Interlogix, Inc. The common stock of Interlogix, Inc. will continue to be traded
on the Nasdaq National Market, but effective May 3, 2000, its stock will be
traded under the Interlogix, Inc. name and the trading symbol ILXI.
The merger brings together two industry leaders with combined 1999 revenues of
approximately $550 million and over 3,000 employees worldwide. Interlogix will
benefit from both ITI's leadership in the North American market for wireless
residential security systems and SLC's significant global position in the
commercial and corporate enterprise markets. Interlogix will design, develop,
manufacture and distribute components, software and systems that will deliver
security, safety, convenience and lifestyle enhancements to consumers and
businesses throughout the world.
Ken Boyda, CEO and President of Interlogix and former CEO and President of SLC,
stated that, "Interlogix will be a technology leader with broad product
offerings, integrated technological capabilities, and global presence necessary
to lead the $10 billion industry that we currently serve. We intend to build
upon the broad framework of ITI and SLC to expand product applications beyond
conventional industry boundaries by bringing new product offerings in the key
growth areas of digital communications, web enabled connectivity, and RFID
asset tracking."
"There are strong synergies resulting from this merger, both in gaining new
revenues as well as reducing costs," according to Tom Auth, Chairman of
Interlogix and former CEO and President of ITI. "The complimentary product
lines and geographic distribution of the former ITI and SLC make for a highly
strategic merger that puts Interlogix in a strong technological and market
leadership role in each of the segments it serves. Our conservatively leveraged
capital structure will serve as a strong foundation for continued growth both
organic and by acquisition."
Visit http://www.interlogixinc.com for more information about Interlogix, Inc.
and its products.
This release may contain forward-looking statements about future business
operations, financial performance, and market conditions. Such statements are
subject to certain risks, uncertainties, and other factors that can affect the
companies' businesses and cause actual results to differ materially from those
contained in any forward-looking statements, including changing economic
conditions, international trade and monetary factors described in ITI's
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annual and quarterly reports on Forms 10-K and 10-Q (copies of such reports may
be obtained from the company or reviewed on the SEC EDGAR system at
http://www.sec.gov).
