8-K 1 file001.txt FORM 8-K 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): JUNE 1, 2004 BHA GROUP HOLDINGS, INC. ------------------------ (Exact name of registrant as specified in its character) DELAWARE 43-1416730 -------- ---------- (State of Incorporation) (I.R.S. Employer Identification No.) 8800 EAST 63RD STREET, KANSAS CITY, MISSOURI 64133 -------------------------------------------- ----- (Address of principal executive offices) (zip code) (816) 356-8400 -------------- (Registrant's telephone number, including area code) ITEM 5: OTHER EVENTS. On June 1, 2004, BHA Group Holdings, Inc. (the "Company") announced that it had entered into an Agreement and Plan of Merger, dated as of May 31, 2004 (the "Merger Agreement"), by and among General Electric Company, a New York corporation, Casey Acquisition Company, a Delaware corporation which is wholly owned by General Electric Company, and the Company, under which Casey Acquisition Company will merge with and into the Company, and the Company will be wholly-owned by General Electric Company. As consideration, the Company's stockholders would receive $38.00 per share in cash. The closing of the merger is subject to the affirmative vote of the Company's stockholders, regulatory approvals and other customary closing conditions. Lamson Rheinfrank, Jr., James E. Lund, James J. Thome and James C. Shay and other related beneficial holders have entered into voting agreements with General Electric Company, dated as of May 31, 2004 that require them to vote their shares of Company common stock in favor of the merger, subject to certain conditions. Voting Agreements have been signed relative to 625,352 outstanding shares together with an additional 415,632 shares subject to stock options. The Voting Agreements will terminate in accordance with their terms upon a termination of the Merger Agreement. The Merger Agreement, the form of Voting Agreement and the press release are filed as exhibits to this Current Report on Form 8-K. ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits The following are filed as Exhibits to this Current Report on Form 8-K: Exhibit No Description of Exhibit 99.1 Agreement and Plan of Merger, dated as of May 31, 2004, by and among General Electric Company, Casey Acquisition Company, and BHA Group Holdings, Inc. 99.2 Form of Voting Agreement 99.3 Press Release, filed June 1, 2004 99.4 Amendment No. 1 dated as of May 13, 2004, to the Rights Agreement dated December 13, 1995. 99.5 Amendment No. 2 dated as of May 31, 2004, to the Rights Agreement dated December 13, 1995. SIGNATURE 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. BHA Group Holdings, Inc. (Registrant) By: /s/ James E. Lund ---------------------------------- James E. Lund President and Chief Executive Officer Dated: June 1, 2004 EXHIBIT INDEX Exhibit Number Description ------- ----------- 99.1 Agreement and Plan of Merger, dated as of May 31, 2004, by and among General Electric Company, Casey Acquisition Company, and BHA Group Holdings, Inc. 99.2 Form of Voting Agreement 99.3 Press Release Issued June 1, 2004 99.4 Amendment No. 1 dated as of May 13, 2004, to the Rights Agreement dated December 13, 1995. 99.5 Amendment No. 2 dated as of May 31, 2004, to the Rights Agreement dated December 13, 1995.