-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NOwWgojCLSLIU/rsuzdyocV6DFkJeyowAMa7Z1lI357x43S+qkOfxrHYj1e+20D8 u40eFGDr3sYQAY2chpX8MA== 0001068800-05-000352.txt : 20050523 0001068800-05-000352.hdr.sgml : 20050523 20050523170843 ACCESSION NUMBER: 0001068800-05-000352 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050523 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050523 DATE AS OF CHANGE: 20050523 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GARDNER DENVER INC CENTRAL INDEX KEY: 0000916459 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT [3560] IRS NUMBER: 760419383 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13215 FILM NUMBER: 05851953 BUSINESS ADDRESS: STREET 1: 1800 GARDNER EXPRESSWAY STREET 2: P O BOX 528 CITY: QUINCY STATE: IL ZIP: 62301 BUSINESS PHONE: 2172225400 MAIL ADDRESS: STREET 1: 1800 GARDNER EXPRESSWAY STREET 2: P O BOX 528 CITY: QUINCY STATE: IL ZIP: 62301 FORMER COMPANY: FORMER CONFORMED NAME: GARDNER DENVER MACHINERY INC DATE OF NAME CHANGE: 19931221 8-K 1 gard8k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 23, 2005 Gardner Denver, Inc. ------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware 1-13215 76-0419383 - ----------------------- ----------------- ------------------------- (State or Other (Commission (IRS Employer Jurisdiction of File Number) Identification No.) Incorporation) 1800 Gardner Expressway Quincy, Illinois 62305 - ---------------------------------------------------- ---------------- (Address of Principal Executive Offices) (Zip Code) (217) 222-5400 ------------------------------------------ (Registrant's Telephone Number, Including Area Code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 7.01 REGULATION FD DISCLOSURE On May 23, 2005, Gardner Denver, Inc. (the "Company") issued a press release announcing that it had received all regulatory approvals necessary to complete its previously announced acquisition of Thomas Industries Inc. A copy of this press release is furnished with this report as Exhibit 99.1 and incorporated by reference herein. The information in this Item 7.01 and the exhibits attached hereto shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section, nor shall such information or exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933 (the "Securities Act") or Exchange Act, except as shall be expressly set forth by specific reference in such a filing. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits Exhibit Number Description of Exhibit 99.1 Gardner Denver, Inc. Press Release dated May 23, 2005 announcing the receipt of all regulatory approvals necessary to complete the previously announced acquisition of Thomas Industries Inc. -2- 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 thereunto duly authorized. GARDNER DENVER, INC. Date: May 23, 2005 By:/s/ Tracy D. Pagliara ------------------------------------- Tracy D. Pagliara Vice President, Administration, General Counsel and Secretary -3- EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 Gardner Denver, Inc. Press Release dated May 23, 2005 announcing the receipt of all regulatory approvals necessary to complete the previously announced acquisition of Thomas Industries Inc. -4- EX-99.1 2 ex99p1.txt Exhibit 99.1 [Gardner Denver logo] ============================================================================ PRESS RELEASE ============================================================================ FOR IMMEDIATE RELEASE - --------------------- May 23, 2005 Contact: Helen W. Cornell Vice President, Finance and CFO (217) 228-8209 GARDNER DENVER, INC. RECEIVES REGULATORY APPROVAL FOR ITS ACQUISITION OF THOMAS INDUSTRIES INC.: TRANSACTION EXPECTED TO CLOSE ON JULY 1, 2005 QUINCY, IL, (May 23, 2005) - Gardner Denver, Inc. (NYSE: GDI) reported today that it has received all regulatory approvals necessary to complete its previously announced agreement to acquire Thomas Industries Inc. (NYSE: TII). The transaction is scheduled to close on July 1, 2005, subject to the approval of Thomas' shareholders and the satisfaction of other customary closing conditions. Thomas Industries Inc., a worldwide leader in the design, manufacture and marketing of precision engineered pumps and compressors, reported net sales and operating income for the three months ended March 31, 2005 of $110.0 million and $9.0 million, respectively. Operating income for the three-month period of 2005 included depreciation and amortization of $4.6 million. Financial results for the first quarter also included $1.6 million for legal and professional fees related to this transaction, patent litigation fees of $0.6 million, start-up of a new manufacturing facility in China of $0.3 million and a favorable adjustment of $0.7 million due to a change in the Kentucky license tax regulations. As of March 31, 2005, Thomas had $262.8 million in cash, cash equivalents and short-term investments. The anticipated net transaction value, including the purchase price of $40.00 per share for all outstanding shares and share equivalents (approximately $734.2 million), the assumption of $8.6 million of current and long-term capitalized lease obligations and net of cash, is approximately $480.0 million. Cautionary Statement Regarding Forward-Looking Statements - --------------------------------------------------------- All of the statements in this release, other than historical facts, are forward-looking statements made in reliance upon the safe harbor of the Private Securities Litigation Reform Act of 1995, including, without limitations, the expected timing and completion of the Thomas Industries acquisition. Actual results regarding the timing and completion of such acquisition could differ materially from the above statement due to various uncertainties and factors, including, without limitation, the risk that the remaining conditions to completion of the acquisition are not satisfied, including the receipt of the approval of the Thomas Industries' stockholders and other customary closing conditions set forth in the merger agreement. As a general matter, forward-looking statements are those focused upon anticipated events or trends and expectations and beliefs relating to matters that are not historical in nature. Such forward-looking statements are subject to uncertainties and factors relating to the Company's operations and business environment, all of which are difficult to predict and many of which are beyond the control of the Company. These uncertainties and factors could cause actual results to differ materially from those matters expressed in or implied by such forward-looking statements. Gardner Denver, with 2004 revenues of $740 million ($896 million on a pro forma basis including the acquisition of Nash Elmo, which was completed in September 2004), is a leading worldwide manufacturer of reciprocating, rotary and vane compressors, liquid ring pumps and blowers for various industrial and transportation applications, pumps used in the petroleum and industrial markets, and other fluid transfer equipment serving chemical, petroleum, and food industries. Gardner Denver's news releases are available by visiting the Investor Relations page on the Company's website (www.gardnerdenver.com). ### -----END PRIVACY-ENHANCED MESSAGE-----