-----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, Tw7zg7NHDOC//0u/vR4EKn2oA+GeLOYoMbHcvfNp50rx2EsOYRg4Bcqg36+EHHrA FLpL1JAwe697h4aIrPlh0w== 0001193125-10-207529.txt : 20100910 0001193125-10-207529.hdr.sgml : 20100910 20100909174310 ACCESSION NUMBER: 0001193125-10-207529 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100909 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100910 DATE AS OF CHANGE: 20100909 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCE LAUNDRY CORP CENTRAL INDEX KEY: 0001063697 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MACHINERY, EQUIPMENT & SUPPLIES [5080] IRS NUMBER: 391928505 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-56857-01 FILM NUMBER: 101065111 BUSINESS ADDRESS: STREET 1: ALLIANCE LAUNDRY CORP STREET 2: P.O. BOX 990 CITY: RIPON STATE: WI ZIP: 54971-0990 BUSINESS PHONE: 9207481634 MAIL ADDRESS: STREET 1: ALLIANCE LAUNDRY CORP STREET 2: P.O. BOX 990 CITY: RIPON STATE: WI ZIP: 54971-0990 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCE LAUNDRY HOLDINGS LLC CENTRAL INDEX KEY: 0001063698 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MACHINERY, EQUIPMENT & SUPPLIES [5080] IRS NUMBER: 522055893 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-56857-02 FILM NUMBER: 101065110 BUSINESS ADDRESS: STREET 1: ALLIANCE LAUNDRY HOLDINGS LLC STREET 2: P.O. BOX 990 CITY: RIPON STATE: WI ZIP: 54971-0990 BUSINESS PHONE: 9207481634 MAIL ADDRESS: STREET 1: ALLIANCE LAUNDRY HOLDINGS LLC STREET 2: P.O. BOX 990 CITY: RIPON STATE: WI ZIP: 54971-0990 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCE LAUNDRY SYSTEMS LLC CENTRAL INDEX KEY: 0001063699 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MACHINERY, EQUIPMENT & SUPPLIES [5080] IRS NUMBER: 391927923 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-56857 FILM NUMBER: 101065109 BUSINESS ADDRESS: STREET 1: ALLIANCE LAUNDRY SYSTEMS STREET 2: P.O. BOX 990 CITY: RIPON STATE: WI ZIP: 54971-0990 BUSINESS PHONE: 9207481634 MAIL ADDRESS: STREET 1: ALLIANCE LAUNDRY SYSTEMS STREET 2: P.O. BOX 990 CITY: RIPON STATE: WI ZIP: 54971-0990 8-K 1 d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): September 9, 2010 (September 9, 2010)

 

 

ALLIANCE LAUNDRY SYSTEMS LLC

ALLIANCE LAUNDRY CORPORATION

ALLIANCE LAUNDRY HOLDINGS LLC

(Exact name of registrant as specified in its charter)

 

 

 

DELAWARE   333-56857   39-1927923
DELAWARE   333-56857-01   39-1928505
DELAWARE   333-56857-02   52-2055893

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

Shepard Street, P.O. Box 990

RIPON, WISCONSIN 54971-0990

(Address of Principal executive offices, including Zip Code)

(920) 748-3121

(Registrant’s telephone number, including area code)

 

 

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 8.01 Other Events.

On September 9, 2010, Alliance Laundry Systems LLC issued a press release announcing that it, along with its wholly-owned subsidiary Alliance Laundry Corporation, has commenced a cash tender offer and consent solicitation for any and all of their 8 1/2% Senior Subordinated Notes due 2013 (the “Notes”). Holders of the Notes have been asked to tender their Notes for cash and to consent to certain amendments to the indenture governing the Notes in connection with the tender offer and consent solicitation. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit 99.1    Press Release, dated September 9, 2010


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.

 

  ALLIANCE LAUNDRY SYSTEMS LLC
  (Registrant)
   

/S/    THOMAS L’ESPERANCE        

Date: September 9, 2010   Name:   Thomas L’Esperance
  Title:   Chief Executive Officer
   

/S/    BRUCE P. ROUNDS        

  Name:   Bruce P. Rounds
  Title:   Vice President Chief Financial Officer
  ALLIANCE LAUNDRY CORPORATION
  (Registrant)
   

/S/    THOMAS L’ESPERANCE        

Date: September 9, 2010   Name:   Thomas L’Esperance
  Title:   Chief Executive Officer
   

/S/    BRUCE P. ROUNDS        

  Name:   Bruce P. Rounds
  Title:   Vice President Chief Financial Officer
  ALLIANCE LAUNDRY HOLDINGS LLC
  (Registrant)
   

/S/    THOMAS L’ESPERANCE        

Date: September 9, 2010   Name:   Thomas L’Esperance
  Title:   Chief Executive Officer
   

/S/    BRUCE P. ROUNDS        

  Name:   Bruce P. Rounds
  Title:   Vice President Chief Financial Officer
EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

Alliance Laundry Systems LLC Announces Tender Offer and Consent Solicitation

Ripon, Wis. – September 9, 2010 – Alliance Laundry Systems LLC (“Alliance Laundry”) announced today that it, along with its wholly-owned subsidiary Alliance Laundry Corporation (“ALC”), has commenced a cash tender offer (the “Tender Offer”) and consent solicitation (the “Consent Solicitation” and together with the Tender Offer, the “Offer”) for any and all of their 8 1/2% Senior Subordinated Notes due 2013 (CUSIP No. 001623AB3) (the “Notes”). The Tender Offer and the Consent Solicitation are described in the Offer to Purchase and Consent Solicitation Statement dated September 9, 2010 (the “Statement”). The Offer will expire at 8:00 a.m., New York City time, on Thursday, October 7, 2010 unless extended or earlier terminated (the “Expiration Date”).

Holders who validly tender their Notes and deliver their consents to the proposed amendments to the indenture governing the Notes at or prior to 5:00 p.m., New York City time, on Wednesday, September 22, 2010 (as such time may be extended, the “Consent Payment Deadline”) will be eligible to receive the total consideration equal to $1,027.50 per $1,000 principal amount of the Notes, which includes a consent payment of $25.00 per $1,000 principal amount of the Notes, plus any accrued and unpaid interest on the Notes up to, but not including, the payment date for such Notes. The Offer contemplates an early settlement option, so that holders whose Notes are validly tendered at or prior to the Consent Payment Deadline and accepted for purchase could receive payment as early as September 23, 2010.

Holders who validly tender their Notes after the Consent Payment Deadline but at or prior to the Expiration Date will be eligible to receive the tender offer consideration equal to $1,002.50 per $1,000 principal amount of the Notes, plus any accrued and unpaid interest on the Notes up to, but not including, the payment date for such Notes. Holders of Notes tendered after the Consent Payment Deadline will not receive a consent payment.

Following receipt of the consent of the holders of at least a majority in aggregate principal amount of the outstanding Notes, Alliance Laundry and ALC will execute a supplemental indenture providing for, among other things, the elimination of most of the restrictive covenants as well as certain of the events of default. However, the proposed amendments to the indenture will not become operative unless and until Notes validly tendered are purchased pursuant to the Offer. Except in certain circumstances, Notes tendered and consents delivered may not be withdrawn upon the earlier of (i) 5:00 p.m., New York City time, on Wednesday, September 22, 2010 and (ii) execution of the supplemental indenture.

The Offer is subject to conditions that are set forth in the Statement, including, without limitation, (i) the receipt of the required consents to amend and supplement the indenture governing the Notes in connection with the Consent Solicitation and the execution of a supplemental indenture effecting such amendments by the applicable parties, and (ii) the receipt by Alliance Laundry of net proceeds from a new debt financing on terms acceptable to Alliance Laundry and ALC that will aggregate to an amount that is sufficient to pay the total consideration (including the consent payment) in respect of all Notes (regardless of whether tendered) plus estimated fees and expenses relating to the Offer, as more fully described in the Statement.

Alliance Laundry and ALC have engaged BofA Merrill Lynch as Dealer Manager and Solicitation Agent for the Offer. Persons with questions regarding the Offer should contact BofA Merrill Lynch at (888) 292-0070 (toll free) or (980) 388-9217 (collect). Requests for copies of the Statement or other tender offer materials may be directed to Georgeson Inc., the Information Agent, at (866) 628-6021 (toll free) or (212) 440-9800 (collect).

This press release does not constitute an offer to purchase the Notes or a solicitation of consents to amend the related indenture. The Offer is made solely pursuant to the Statement. The Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.


About Alliance Laundry Systems LLC

Based in Ripon, Wis., Alliance Laundry Systems LLC is a leading global manufacturer of commercial laundry products and provider of services for laundromats, multi-housing laundries and on-premises laundries. Alliance Laundry offers a full line of washers and dryers with load capacities from 12 to 200 pounds for commercial and consumer use. The company’s products are sold under the well-known brand names Speed Queen®, UniMac®, Huebsch®, Cissell® and IPSO®.

This press release contains forward-looking statements conveying management’s expectations as to the future based on current plans, estimates and projections. Forward-looking statements involve inherent risks and uncertainties and Alliance Laundry cautions you that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statement. The forward-looking statements contained in this press release include statements related to the Offer, including the Expiration Date, Consent Payment Deadline and possible completion of the Offer. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Alliance Laundry does not undertake to update any of these statements in light of new information or future events, except, with respect to the Offer, as specifically set forth in this press release.

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