-----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, Ip2loPT+58ewvd7ix7GOS+OrpTMAldADRgUY+J2fmqjwgy32I+st4cWrR3KcVJvH La+T+PWmK+ksnmODXJIohw== 0000898430-99-003124.txt : 19990809 0000898430-99-003124.hdr.sgml : 19990809 ACCESSION NUMBER: 0000898430-99-003124 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990722 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990806 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RIVER HOLDING CORP CENTRAL INDEX KEY: 0001061892 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 954674065 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-56135 FILM NUMBER: 99680024 BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVE STREET 2: 18TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2129582555 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVE STREET 2: 18TH FL CITY: NEW YORK STATE: NY ZIP: 10022 8-K 1 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 Act of 1934 Date of Report (Date of earliest event reported) July 22, 1999 ------------------ River Holding Corp. - ------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 333-56135 95-4674065 - ------------------------------------------------------------------- (State or other (Commission (I.R.S. Employer jurisdiction File Number Identification No.) of incorporation) 599 Lexington Avenue, 18th Floor, New York, New York 10022 ----------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (212) 958-2555 ----------------- Not applicable - ------------------------------------------------------------------- (Former name or former address, if changed since last report.) Item 2. Acquisition or Disposition of Assets. (a) On July 22, 1999, the Registrant, through its indirect, wholly- owned subsidiary Steamer AB, a company organized under the laws of Sweden ("Steamer"), acquired a majority of the outstanding capital stock of Louis Gibeck AB, a company organized under the laws of Sweden ("LGAB"). Pursuant to a series of private purchases and a tender offer consummated pursuant to Swedish law, Steamer acquired 604,000 shares of Class A stock and 2,452,838 shares of Class B stock representing approximately 82.1% of the capital and 62.9% of the voting power of LGAB at a price of 115 Swedish krona (approximately $13.60 at the July 22 exchange rate) per share of Class A stock and Class B stock for an aggregate cash purchase price of approximately $44.0 million. In addition, on August 5, 1999, Steamer acquired an additional 483,750 shares of Class A stock of LGAB from the Registrant, which shares the Registrant acquired in a private transaction in exchange for 525,042 shares of its common stock ("River Common Stock"). The exchange ratio for the Class A stock was the same as the effective price per share of the shares acquired in the tender offer. After giving effect to this exchange and the conversion of the Series A stock acquired by Steamer in the tender offer into Series B stock, Steamer holds approximately 95.1% of the capital and 97.7% of the voting power of LGAB. The Registrant intends that Steamer, through continuing purchases and a statutory freezeout and appraisal procedure under Swedish law, will acquire the remaining outstanding shares of LGAB as soon as practicable. The cash for the purchase price and certain related transaction costs was funded with (i) $22.0 million in gross proceeds from the sale of River Common Stock to the majority stockholder of the Registrant, (ii) a $22.0 million loan from the majority stockholder of the Registrant to Steamer's parent, HRC Holding Inc., a Delaware corporation and a wholly-owned subsidiary of the Registrant ("HRCH"), and (iii) funding of 50 million Swedish krona (approximately $5.9 million) pursuant to the terms of a Loan Facility Agreement between Steamer and Svenska Handelsbanken AB. The LGAB purchase price was arrived at by means of arm's length bargaining among the parties to the acquisition. In September 1998, the Registrant's wholly-owned subsidiary, Hudson Respiratory Care Inc. ("Hudson RCI"), acquired certain assets of Gibeck, Inc., a subsidiary of LGAB, for approximately $3.35 million. In conjunction with that transaction, Hudson RCI became the exclusive North American distributor of LGAB's "Heat Moisture Exchange" ("HME") product line. Prior to the acquisition, there was no other material relationship between LGAB and the Registrant, Hudson RCI, HRCH, Steamer or any of their affiliates, or any director, officer or shareholder of the foregoing. (b) Founded in 1954, LGAB develops, manufactures and markets medical device products which humidify, heat and filter a patient's breathing gases during anesthesia and intensive care. LGAB is a market leader in the area HME products, with an approximately 25% share of the world market. Following the acquisition, the Registrant intends to continue LGAB's operations in substantially the same manner as conducted prior to the acquisition. 1 Item 7. Financial Statements and Exhibits. (a) Financial statements of businesses acquired. The financial statements of LGAB required to be filed as part of this Report will be provided by amendment within 60 days from the date of this Report. (b) Pro forma financial information. The pro forma financial statements required to be filed as part of this Report will be provided by amendment within 60 days from the date of this Report. (c) Exhibits. 2.1 (1) Agreement dated May 7, 1999 between Sten Gibeck, the Registrant and Hudson RCI. 2.2 (1) Agreement dated May 7, 1999 between Euroventures Nordica I B.V., the Registrant and Hudson RCI. 2.3 (1) Agreement dated May 7, 1999 between Forsakrings AB Skandia and Livforsakrings AB Skandia, the Registrant and Hudson RCI. 2.4 (1) Agreement dated May 7, 1999 between Maud Gibeck, the Registrant and Hudson RCI. 2.5 (1) Stock Subscription Agreement dated August 4, 1999 between Sten Gibeck, the Registrant, FS Equity Partners III, L.P., FS Equity Partners International, L.P. and FS Equity Partners IV, L.P.
- ----------------------------------- (1) Incorporated by reference to the exhibit designated by the same number in the Form 8-K filed by Hudson RCI on August 6, 1999 (File No. 333-56097). 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 hereunto duly authorized. Date: August 6, 1999 RIVER HOLDING CORP. By: /s/ Jay R. Ogram ----------------------- Jay R. Ogram Chief Financial Officer 3
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