-----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, VwE35boh4XYDSjbirZYv/9S8jDP7VRekg7uLa8cpTUwrKdpAPvjwltwtHg73n8Nm 55oPIc0yj1lilcSvg1eKeg== 0000061986-97-000021.txt : 19971008 0000061986-97-000021.hdr.sgml : 19971008 ACCESSION NUMBER: 0000061986-97-000021 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971001 ITEM INFORMATION: FILED AS OF DATE: 19971007 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANITOWOC CO INC CENTRAL INDEX KEY: 0000061986 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION MACHINERY & EQUIP [3531] IRS NUMBER: 390448110 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-11978 FILM NUMBER: 97691711 BUSINESS ADDRESS: STREET 1: 500 S 16TH ST STREET 2: STE B CITY: MANITOWOC STATE: WI ZIP: 54221 BUSINESS PHONE: 4146846621 8-K 1 SERVEND ACQUISITION 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: October 1, 1997 (Date of earliest event reported) THE MANITOWOC COMPANY, INC. (Exact name of registrant as specified in its charter) Wisconsin 1-11978 39-0448110 --------------- -------------- -------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification incorporation) Number) 500 So. 16th Street, Manitowoc, WI 54220 ------------------------------------ --------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (920-684-4410) (Former name or former address, if changed since last report) Item 5. Other Events - -------------------------------------------------- On October 1, 1997, The Manitowoc Company, Inc. (the "Company") issued a press release announcing that it entered into an agreement to acquire the operations and assets of SerVend International, a privately held manufacturer of ice/beverage dispensers and dispensing valves. The $65-75 million purchase will be financed through pre-arranged, favorable-rate bank debt. The transaction, which has been approved by the Board of Directors of the Company, is subject to certain conditions. The closing is set for October 31, 1997. SerVend is headquartered in Sellersburg, Indiana, near Louisville, Kentucky. It has one manufacturing facility located in Sellersburg and another in Portland, Oregon, and about 300 employees. Its customers include many of the major quick-service restaurant chains, convenience stores, and soft-drink bottlers in the nation. The press release is incorporated herein by reference to Exhibit 20 of this report. The reader is referred to this Exhibit for more information on the transaction. Item 7. Financial Statements and Exhibits - ---------------------------------------------- (c) Exhibits. See the Exhibit Index following the Signature page of this Report, which is incorporated herein by reference. 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. DATE: October 3, 1997 THE MANITOWOC COMPANY, INC. (Registrant) By: /s/ Robert R. Friedl --------------------------------- Robert R. Friedl Senior Vice President and Chief Financial Officer THE MANITOWOC COMPANY, INC. EXHIBIT INDEX TO FORM 8-K CURRENT REPORT Dated October 1, 1997 Exhibit Filed No. Description Herewith - -------- ----------- -------- 20 Press Release dated X October 1, 1997, regarding entering into a definitive agreement to acquire SerVend International, Inc. Item 7. Financial Statements and Exhibits - --------------------------------------------- (c) Exhibits: See the Exhibit Index following the Signature page of this Report, which is incorporated herein by reference. EX-20 2 NEWS For Immediate Release MANITOWOC TO ACQUIRE ASSETS OF ICE/BEVERAGE-DISPENSER MAKER SERVEND INTERNATIONAL MANITOWOC, Wisconsin, October 1, 1997 - The Manitowoc Company, Inc. (MTW:NYSE), and SerVend International, a privately owned company, announced today that Manitowoc had signed an agreement to purchase the operations and assets of SerVend in a cash transaction. The closing is set for October 31, 1997. Manitowoc has arranged bank financing for the $65-75 million acquisition. SerVend, with expected 1997 sales of approximately $50 million, is headquartered in Sellersburg, Indiana. Founded in 1980, the family-owned operation has grown to become one of the world's largest manufacturers of ice/beverage dispensers and dispensing valves for the soft-drink industry. The Manitowoc Company, Inc. derived about one-half of its 1996 revenues of $500 million from sales and service of ice-cube machines and commercial refrigeration equipment for foodservice, lodging, health care, and convenience-store applications. "SerVend is a great strategic fit for our foodservice business," said Fred M. Butler, Manitowoc's president and chief executive officer. "It serves a segment of that market we had not yet penetrated to any degree and will allow us to offer our full range of ice-machine and refrigeration products to new customers worldwide. As a result, I'm confident this acquisition will add quickly to our growth and profitability." George E. Fischer, co-founder and chairman of SerVend, noted equal enthusiasm. "Our major customers - convenience stores, quick service restaurants, and soft-drink bottlers - view ice and beverage equipment as integral parts of a complete system. Allied with Manitowoc, we will be able to offer our customers system packages that will be the best in their class," he said. "The increasing demand for soft drinks outside the United States portends continued growth for our business in the years ahead. As part of Manitowoc, this growth should be even more dramatic," added Gregory E. Fischer, SerVend's co-founder and president. Terry D. Growcock, president and general manager of Manitowoc Ice, said, "Greg Fischer and I have discussed the benefits of a relationship like this a number of times, and I know we share the same high values and commitments to quality and service. Our similar values will facilitate movement into certain cross manufacturing opportunities and will result in even better service to our customers." Since the acquisition is a purchase of assets (versus stock), for tax purposes Manitowoc will be able to deduct any related goodwill over a 15-year period. As a result of this benefit, the company's tax rate will be virtually unaffected by the acquisition. George E. Fischer will be named to the Manitowoc board of directors upon completion of the acquisition. SerVend will become a wholly owned Manitowoc company with Greg Fischer continuing in his present position. Other SerVend managers also will continue in the business. The Manitowoc Company, Inc., is a leading manufacturer of ice- cube machines, ice-cube dispensers, and commercial refrigeration equipment for the foodservice industry. It is also a leading producer of lattice-boom cranes, boom trucks and related products for the construction industry and specializes in ship-repair work for vessels operating on the Great Lakes. Company Contact: Robert R. Friedl Senior Vice President and Chief Financial Officer 920-683-8136 -----END PRIVACY-ENHANCED MESSAGE-----