8-K 1 d8k.htm FORM 8-K Form 8-K

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC

 

 

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): July 10, 2008

 

 

 

RBS GLOBAL, INC.    REXNORD LLC
(Exact name of Registrant as specified in its charter)    (Exact name of Registrant as specified in its charter)

 

 

 

Delaware       Delaware
(State of Incorporation)       (State of Incorporation)
333-102428       033-25967-01
   (Commission File Numbers)   
01-0752045       04-3722228
(I.R.S. Employer Identification No.)       (I.R.S. Employer Identification No.)
4701 Greenfield Avenue      
Milwaukee, Wisconsin       53214
(Address of principal executive offices)       (Zip Code)

(414) 643-3000

(Registrant’s telephone number, including area code)

 

(Former Name or Former Address, if Changed Since Last Report)

 

 

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:

 

¨ 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 July 10, 2008, Rexnord Holdings, Inc. (“Parent”), the ultimate parent company of RBS Global, Inc. and Rexnord LLC (together the “Registrants”, and collectively with the Parent, the “Company”), commenced an exchange offer with respect to certain indebtedness of the Parent outstanding pursuant to a Credit Agreement dated as of March 2, 2007 (the “Exchange Offer”). The Registrants are disclosing under Item 7.01 of this Current Report on Form 8-K the information included as Exhibit 99.1, which information is incorporated by reference herein. This information, some of which has not been previously reported, is excerpted from a Confidential Offering Circular that is being disseminated in connection with the exchange offer described above.

The Registrants are furnishing the information in this Current Report on Form 8-K and in Exhibit 99.1 to comply with Regulation FD. Such information shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Registrants’ filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits (furnished solely for purposes of Item 7.01 of this Form 8-K)

Exhibit 99.1 – Offering Circular Summary from the Exchange Offer Offering Circular dated July 10, 2008.


SIGNATURES

Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, as amended, the Co-registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized this 10th day of July, 2008.

 

REXNORD LLC
By:  

/s/ Patricia Whaley

  Patricia Whaley
  Vice President and General Counsel

Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, as amended, the Co-registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized this 10th day of July, 2008.

 

RBS GLOBAL, INC.
By:  

/s/ Patricia Whaley

  Patricia Whaley
  Vice President and General Counsel