-----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, D8YxQw7wvq9SiYnuE+XzFRH+mTqeZtgeMtFjZH8g56K5Y/7ld8xl0vdeGe7fpd0T WqH3xWXpy2htLe3O37btOg== 0000897069-03-000645.txt : 20030612 0000897069-03-000645.hdr.sgml : 20030612 20030612102218 ACCESSION NUMBER: 0000897069-03-000645 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030611 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030612 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LADISH CO INC CENTRAL INDEX KEY: 0000814250 STANDARD INDUSTRIAL CLASSIFICATION: METAL FORGING & STAMPINGS [3460] IRS NUMBER: 311145953 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23539 FILM NUMBER: 03741636 BUSINESS ADDRESS: STREET 1: 5481 S PACKARD AVE CITY: CUDAHY STATE: WI ZIP: 53110 BUSINESS PHONE: 4147472611 MAIL ADDRESS: STREET 1: 5481 SOUTH PACKARD AVE CITY: CUDAHY STATE: WI ZIP: 53110 8-K 1 irm364.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 11, 2003 LADISH CO., INC. ---------------------------------------------------- (Exact name of registrant as specified in its charter) Wisconsin 0-23539 31-1145953 - --------------- ---------------- ------------------- (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) Incorporation) 5481 S. Packard Avenue Cudahy, Wisconsin 53110 -------------------------------------------------------------------------- (Address of principal executive offices including zip code) (414) 747-2611 ----------------------------- (Registrant's telephone number) Page 1 of 2 pages ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE. On June 11, 2003, the Registrant filed a press release which announced the election of the new Board of Directors. The new Board of Directors consists of Lawrence W. Bianchi, James C. Hill, Leon A. Kranz, J. Robert Peart, Bradford T. Whitmore and Kerry L. Woody. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) None. (b) None. (c) Exhibits. 10 Agreement among the Registrant, Grace Brothers, Ltd. and others dated June 11, 2003 99(a) June 11, 2003 Press Release Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized. LADISH CO., INC. By: /s/ Wayne E. Larsen ---------------------------------------- Wayne E. Larsen Vice President Law/Finance & Secretary Page 2 of 2 pages EX-10 3 irm364a.txt AGREEMENT AMONG THE REGISTRANT AGREEMENT THIS AGREEMENT is made as of the 11th day of June, 2003, by and among LADISH CO., INC., a Wisconsin corporation (the "Company"); GRACE BROTHERS, LTD., an Illinois limited partnership ("Grace Brothers"); and the individuals signatory below, each of whom is sometimes referred to herein by his or her last name. WHEREAS, Grace Brothers is the beneficial owner of approximately 29.6% of the outstanding common stock of the Company; and WHEREAS, management of the Company, on the one hand, and Grace Brothers, on the other, have submitted to the shareholders of the Company, at the annual meeting of shareholders held on June 6, 2003 (the "2003 Annual Meeting"), different slates of director nominees for election to one-year terms; and WHEREAS, the tabulation of the votes in the foregoing election remains in doubt; and WHEREAS, all the parties mutually agree that protracted uncertainty, including the possibility of litigation, concerning the outcome of the election of directors might cause substantial harm to the Company in its relations with its customers, suppliers, competitors, employees and investors; and WHEREAS, the undersigned individuals, in such capacities as they respectively occupy as fiduciaries, proxies, and direct or indirect beneficial owners of shares of the Company, believe that it is in the best interests of the Company, its shareholders and other constituents that a board of directors of the Company be seated that includes representatives of management and Grace Brothers, and persons independent of both the Company and Grace Brothers. NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by all parties, the parties agree as follows: 1. Withdrawal and Resignation. Larsen, Roeper, Hampton, Sullivan, Williams and Daniels hereby withdraw their names from nomination, and decline to serve as directors of the Company, with the effect that the only remaining nominees on either slate of director nominees shall consist of Bianchi, Hill, Kranz, Peart and Woody. Larsen, Roeper, Hampton and Sullivan hereby additionally resign as directors of the Company, effective at the Effective Time, as defined below. 2. Vote Count. The Company and Grace Brothers shall jointly instruct the inspectors of election of the 2003 Annual Meeting to report the outcome of the voting by counting each vote cast equally. Such vote count by the inspectors of election shall give effect to Section 1 hereof, and votes cast in favor of the six individuals withdrawing thereunder shall not be tabulated. Upon receipt of the foregoing tabulation, certifying that Bianchi, Hill, Kranz, Peart and Woody are the only remaining nominees and showing the vote totals for each, the Company shall promptly accept such tabulation as the official outcome of the election and such board shall be seated; the time of such acceptance is sometimes referred to herein as the "Effective Time." 3. Director Vacancies. Promptly after the Effective Time, Bianchi, Hill, Kranz, Peart and Woody agree that they will elect Whitmore to fill one of the vacancies on the board of directors. Bianchi, Hill, Kranz, Peart, Whitmore and Woody (collectively, the "New Board") further agree that they will promptly produce a consensus written profile of a seventh director to fill the remaining vacancy. Among the qualifications of the seventh director shall be independence of both the Company and Grace Brothers. The New Board shall also agree on a qualified search firm, similarly independent, to find candidates to fill the remaining vacancy, and shall act as promptly as is prudent to fill such vacancy. 4. Committees. The persons constituting the New Board agree that all current committees of the board of directors of the Company shall be dissolved; and until further action by the New Board in its discretion, the following committees shall be constituted as the only board committees: (a) an Audit Committee consisting of Bianchi (as chairman), Kranz and Peart; and (b) a Compensation and Stock Option Committee consisting of Kranz, Peart and Whitmore. Until further or contrary action is taken by the board of directors in its discretion, the responsibilities, authorities and charters of these committees prior to this Agreement shall continue in effect. 5. Shareholder Rights Plan. The persons constituting the New Board agree that they will promptly rescind the rights issued under the Ladish Co., Inc. Rights Agreement dated as of September 15, 1998, and take any and all other action necessary to terminate such agreement. 6. Consent Resolution. In furtherance of the covenants contained in Sections 3, 4 and 5, the persons constituting the New Board agree to execute and deliver in counterparts, concurrently with or immediately following the execution and delivery hereof, the Resolutions of Directors appended hereto as Attachment A. 7. Shareholder Vote on Restoration. Attachment B hereto constitutes a notice from Grace Brothers to the Company pursuant to subsection (4) of Section 180.1150 of the Wisconsin Business Corporation Law (the "Wisconsin Control Share Voting Statute"). The Company acknowledges receipt of such notice and stipulates that such notice is in compliance with the requirements set forth in such subsection. Attachment C hereto constitutes a form of shareholder resolution for the purpose of restoring to the shares owned by Grace Brothers (if such restoration is necessary) the full voting power of such shares, without application of the Wisconsin Control Share Voting Statute. The parties agree that (a) such notice and proposed resolution shall not constitute a concession by Grace Brothers that the Wisconsin Control Share Voting Statute should be construed to reduce the voting power of shares held by Grace Brothers, in the absence of such resolution, (b) such resolution shall be placed before the shareholders of the Company at the next annual or special meeting of shareholders to be held; and (c) all parties will cooperate in recommending adoption of the resolution by the shareholders at such meeting; provided, however, that the Company shall not be required to engage proxy solicitors for such purpose. (Notwithstanding clause (b) of the preceding sentence, if Grace Brothers should determine, in its sole discretion, that it would prefer to have the shareholder meeting for purposes 2 of adopting Attachment C at an earlier date than the next annual or special meeting of shareholders to be convened for some other purpose, then it may re-serve the Attachment B notice and a special meeting shall be called in accordance with subsection (5) of the Wisconsin Control Share Voting Statute; provided, however, that Grace Brothers hereby agrees in such case to pay, or reimburse the Company for, all the Company's out-of-pocket expenses of conducting such meeting including without limitation the costs of printing and mailing notices and proxies, the fees and expenses of the Company's transfer agent, and legal fees and disbursements directly related to such special meeting of shareholders.) If at any time pending the adoption of Attachment C by the Company's shareholders the board of directors shall acquire the power by its own act to effect the restoration of voting power unimpaired by the Wisconsin Control Share Voting Statute, the New Board hereby agrees that it will promptly exercise such power with respect to the Company shares owned by Grace Brothers, in which case the resolution set forth as Attachment C shall not be proposed to the shareholders. The Company and the New Board agree that pending the action described above in this Section 7, unless ordered to do so by a court of competent jurisdiction in a matter brought by a third party having standing, the Company will not assert, in any matter brought to a vote of shareholders of the Company, that the restrictions of the Wisconsin Control Share Voting Statute apply to the shares of Company stock beneficially owned by Grace Brothers. 8. Expenses. The Company hereby agrees to reimburse Grace Brothers for its documented out-of-pocket expenses incurred in conducting the proxy contest, including without limitation legal fees, proxy solicitation fees and expenses, and printing and mailing expenses, subject to a maximum of $200,000.00 in the aggregate. 9. Public Disclosure. The Company and Grace Brothers agree that it is in the best interests of the Company that public disclosure and discussion of the outcome of the 2003 Annual Meeting emphasize the consensual nature of the terms of this Agreement. Each of the Company and Grace Brothers therefore agrees to provide to the other, in advance of release or filing (unless applicable law requires otherwise), a copy of any written release, statement or filing with respect to the matters dealt with herein, and to consider any revisions timely suggested by the other party. 10. Mutual Waiver and Release. This Agreement is intended to constitute a composition of all controversies among the parties relating to the 2003 Annual Meeting. Each of the Company and Grace Brothers hereby waives any claims or causes of action against the other or its affiliates relating to or arising out of the 2003 Annual Meeting, the solicitation of proxies with respect thereto, and the election of directors of the Company which occurred at such meeting. 11. General. (a) Entire Agreement. This Agreement constitutes the entire agreement among the parties with respect to the matters described herein. No party has made or relied upon any representation, warranty or covenant not contained herein. (b) Governing Law. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Wisconsin. 3 (c) Injunctive Relief. The parties agree that money damages would not be a sufficient remedy for any breach of the covenants contained in this Agreement, and that a non-breaching party will be entitled to injunctive relief, specific performance or any other appropriate equitable remedies for any such breach. Such remedies shall not be exclusive, but shall be in addition to all other remedies available at law or in equity. In addition, the non-breaching party or parties will be entitled to payment of its or their legal fees and disbursements, court costs and other expenses of enforcing, defending or otherwise protecting its or their interests hereunder. (d) Capacities. Each individual signatory enters into this Agreement in every capacity which he or she occupies in relation to the matters provided for herein, including, without limitation, as individuals; as directors of Ladish, prior to or after the Effective Time; as director nominees; as proxies to act at the 2003 Annual Meeting; as affiliates in any other manner of the Company or Grace Brothers; and as direct or indirect beneficial owners of shares of Company stock. (e) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. [Remainder of Page Intentionally Left Blank] 4 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. LADISH CO., INC. GRACE BROTHERS, LTD. By: /s/ Kerry L. Woody By: /s/ Bradford T. Whitmore ------------------------------- ------------------------------ Kerry L. Woody, President Bradford T. Whitmore /s/ Lawrence W. Bianchi /s/ J. Robert Peart - ---------------------------------- --------------------------------- Lawrence W. Bianchi J. Robert Peart /s/ Robert J. Daniels /s/ Scott D. Roeper - ---------------------------------- --------------------------------- Robert J. Daniels Scott D. Roeper /s/ Margaret Bertelsen Hampton /s/ Robert W. Sullivan - ---------------------------------- --------------------------------- Margaret Bertelsen Hampton Robert W. Sullivan /s/ James C. Hill /s/ Bradford T. Whitmore - ---------------------------------- --------------------------------- James C. Hill Bradford T. Whitmore /s/ Leon A. Kranz /s/ Gregg G. Williams - ---------------------------------- --------------------------------- Leon A. Kranz Gregg G. Williams /s/ Wayne E. Larsen /s/ Kerry L. Woody - ---------------------------------- --------------------------------- Wayne E. Larsen Kerry L. Woody 5 EX-99.(A) 4 irm364b.txt PRESS RELEASE NEWS - -------------------------------------------------------------------------------- For: From: Ladish Co., Inc. Libby Communications 5481 South Packard Avenue One West Mountain Road Cudahy, WI 53110 Ridgefield, CT 06877 Contact: Wayne E. Larsen Contact: William J. Libby 414-747-2935 203-431-8480 414-747-2890 Fax 203-431-6132 Fax Release date: 11 June 2003 LADISH ELECTS BOARD OF DIRECTORS Cudahy, WI--Ladish Co., Inc. (www.ladishco.com) (Nasdaq: LDSH) announces that today a new Board of Directors has been elected. The new Board includes Lawrence W. Bianchi, James C. Hill, Leon A. Kranz, J. Robert Peart, Bradford T. Whitmore and Kerry L. Woody. Bradford T. Whitmore is a principal of Grace Brothers, Ltd. ("Grace") who had proposed an alternative slate of directors. The structure of the new Board reflects a compromise between the Company's slate and that of Grace which combines the continuity and knowledge of the business with added insights. In addition, the new Board has agreed to promptly select a seventh, independent director and to revoke the Company's 1998 Shareholders' Rights Plan. Kerry L. Woody, Ladish President & CEO, said, "We are pleased to have reached an understanding with Ladish's largest shareholder, Grace, on the composition of the Company's Board of Directors. With the guidance of this new Board, we will move forward and continue to focus on the strategic initiatives that will determine our success, including investments in critical technologies and the careful balance of cost controls with customer needs." Ladish Co., Inc. is a leading producer of highly engineered, technically advanced components for the jet engine, aerospace and general industrial markets. Ladish is headquartered in Cudahy, Wisconsin with operations in Wisconsin, Oregon and Connecticut. Ladish common stock trades on Nasdaq under the symbol LDSH. This release includes forward-looking statements that are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected in them. These risks and uncertainties include, but are not limited to, anticipated slowdowns in the company's major markets, the impact of competition, the effectiveness of operational changes expected to increase efficiency and productivity, worldwide economic and political conditions and the effect of foreign currency fluctuations. -----END PRIVACY-ENHANCED MESSAGE-----