UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(a) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 19, 1999
BRIDGEPORT MACHINES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-25102 06-1169678
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
500 Lindley Street, Bridgeport, CT 06606
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 367-3651
Not Applicable
(Former name or address if changed since last report)
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Item 1. Change in Control of Registrant
On August 19, 1999, Bronze Acquisition Corp. ("Merger Sub"), a Delaware
corporation and a wholly owned subsidiary of Goldman Industrial Group, Inc.
("Parent"), a Delaware corporation, merged with and into Bridgeport Machines,
Inc. (the "Company"), a Delaware corporation (the "Merger"), pursuant to the
Agreement and Plan of Merger, dated as of April 23, 1999 (the "Merger
Agreement"), by and among Parent, Merger Sub and the Company.
At a special meeting of stockholders held on July 14, 1999, the Company's
stockholders approved the Merger Agreement and the Merger contemplated by such
agreement.
As a result of the Merger, each outstanding share of common stock, par value
$0.01 per share, of the Company (other than shares owned by the Company, Parent,
Merger Sub or any subsidiary thereof or shares with respect to which the holders
have perfected appraisal rights under the Delaware General Corporation Law) was
converted into the right to receive $10.00 in cash, without interest, and the
Company has become a wholly owned subsidiary of Parent.
Additional information regarding the Merger, including a description thereof and
other matters, is included in the Company's Proxy Statement on Schedule 14A (the
"Proxy Statement") which was filed with the Securities and Exchange Commission
on June 9, 1999 and provided to the Company's stockholders. The Proxy Statement
is hereby incorporated by reference in this Current Report on Form 8-K.
The aggregate consideration paid by Parent in connection with the Merger was
approximately $56 million. According to Parent, such funds were obtained through
loans from Fleet Capital Corporation and ING (U.S.) Capital LLC. The commitments
for such loans are described in the Proxy Statement.
A copy of the press release of the Company announcing the effectiveness of the
Merger is attached hereto as Exhibit 99.1 and is hereby incorporated by
reference in this Current Report on Form 8-K.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of business acquired: None
(b) Pro Forma Financial Information: None
(c) Exhibits:
99.1 News Release issued by Bridgeport Machines, Inc. on
August 19, 1999
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed by the undersigned
hereunto duly authorized.
BRIDGEPORT MACHINES, INC.
----------------------------------
(Registrant)
August 19, 1999 /s/ Walter C. Lazarcheck
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(Date) Walter C. Lazarcheck
Vice President &
Chief Financial Officer
NEWS RELEASE
FOR: BRIDGEPORT MACHINES, INC.
APPROVED BY: Dan L. Griffith
President & Chief Executive Officer
Walter C. Lazarcheck
Chief Financial Officer
(203) 367-3651
FOR IMMEDIATE RELEASE
BRIDGEPORT MACHINES, INC.
ANNOUNCES CLOSING OF MERGER WITH
GOLDMAN INDUSTRIAL GROUP, INC.
Bridgeport, CT August 19, 1999 -- Bridgeport Machines, Inc. (Nasdaq:
BPTM) announced that its merger with Goldman Industrial Group, Inc. closed
today. At a special meeting of stockholders held on July 14, 1999, Bridgeport
Machines' stockholders approved the Agreement and Plan of Merger with Goldman
signed on April 23, 1999 and the merger contemplated by that agreement.
As a result of the merger, each outstanding share of common stock of
Bridgeport Machines has been converted into the right to receive $10.00 in cash
and Bridgeport Machines has become a wholly owned subsidiary of Goldman.
Based in Connecticut, Bridgeport Machines is a worldwide leader in the
manufacture of manual and CNC machine tools with manufacturing facilities in the
U.S., U.K. and Germany. The company will become a leading member of Goldman's
machine tool subsidiaries that include Fellows, Bryant Grinders, J&L Metrology,
Jones & Lamson and Hill-Loma. Bridgeport's series of manual and CNC
metal-cutting machine tools will join Goldman's existing line-up of gear
production machines, grinding production machines, gear-cutting tools,
continuous casting machinery and other products related to the metalworking
industry. Bridgeport products will continue to be marketed in the United States
and 60 countries worldwide through its existing network of dealers and
distributors.
Founded in 1939, Bridgeport Machines primarily focuses on standardized,
general-purpose machine tools for small-to-medium sized machine shops. Major
products include the EZTRAK(R) mill, the TORQ-CUT(R) series of vertical
machining centers, as well as a line of larger vertical and horizontal machining
centers. The company also manufactures and sells surface grinders under the
Harig(R) brand name; sells manual and CNC lathes under the Romi and EZPATH(R)
brand names; and markets FeatureMILL(TM), FeatureMILL3D(TM), FeatureCAM(TM), and
FeatureTURN(TM) CAM software.
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Goldman supplies machine tools and accessories to the automotive,
bearing manufacturing, aerospace and appliance industries. The group consists of
five operating subsidiaries, most with over 100 years of machine tool
manufacture and distribution experience. Goldman maintains production operations
in Springfield and North Springfield, Vermont and Gorham, Maine. For more
information about Goldman, contact Mr. Gregory Goldman at (617) 338-1200.
All statements contained herein that are not historical fact are based
on current expectations. These statements are forward looking in nature and
involve a number of risks and uncertainties. Actual results may differ
materially. All such statements should be considered with regard to the risk
factors described in the Company's reports filed with the SEC. The Company
wishes to caution readers not to place undue reliance on any such forward
looking statements, which statement speak only as of the date made.
