-----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, Qvfx9UcIVWayzByY3BsM+yi2AXDtriVqEEIdyDdHt4EDZzJHHj8kC3lO50hrfuYS /wvcU95p3kUzlS+LK+lkmQ== 0000950123-07-004973.txt : 20070403 0000950123-07-004973.hdr.sgml : 20070403 20070403164526 ACCESSION NUMBER: 0000950123-07-004973 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070403 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070403 DATE AS OF CHANGE: 20070403 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Altra Holdings, Inc. CENTRAL INDEX KEY: 0001374535 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] IRS NUMBER: 611478870 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33209 FILM NUMBER: 07745023 BUSINESS ADDRESS: STREET 1: 14 HAYWARD STREET CITY: QUINCY STATE: MA ZIP: 02171 BUSINESS PHONE: 617-328-3300 MAIL ADDRESS: STREET 1: 14 HAYWARD STREET CITY: QUINCY STATE: MA ZIP: 02171 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Altra Industrial Motion, Inc. CENTRAL INDEX KEY: 0001319916 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] IRS NUMBER: 300283143 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-124944 FILM NUMBER: 07745024 BUSINESS ADDRESS: STREET 1: 14 HAYWARD STREET CITY: QUINCY STATE: MA ZIP: 02171 BUSINESS PHONE: 617-328-3300 MAIL ADDRESS: STREET 1: 14 HAYWARD STREET CITY: QUINCY STATE: MA ZIP: 02171 8-K 1 y64602ke8vk.txt 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 APRIL 3, 2007 Date of Report (Date of earliest event reported) ALTRA HOLDINGS, INC. ALTRA INDUSTRIAL MOTION, INC. ------------------------------------------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE 001-33209 61-1478870 DELAWARE 333-124944 30-0283143 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 14 HAYWARD STREET QUINCY, MASSACHUSETTS 02171 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (617) 328-3300 (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 (see General Instruction A.2. below): [_] 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On April 3, 2007, Altra Industrial Motion, Inc. (the "Company"), announced that it and certain of its domestic subsidiaries have entered into a definitive purchase agreement to sell $105,000,000 aggregate principal amount of 9% Senior Secured Notes due 2011 (the "Senior Secured Notes") in a private offering to "qualified institutional buyers" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States in compliance with Regulation S under the Securities Act. The Senior Secured Notes will be issued under an indenture, dated November 30, 2004, as amended, pursuant to which the Company previously issued $165,000,000 aggregate principal amount of 9% Senior Secured Notes due 2011. The Senior Secured Notes have not been registered under the Securities Act and may not be offered or sold in the United States, absent registration or an applicable exemption from such registration requirements. The Company intends to use the net proceeds from the offering of the Senior Secured Notes together with borrowings under its senior revolving credit facility and cash on hand to fund the acquisition of TB Wood's Corporation ("TB Wood's"), repay certain existing indebtedness of TB Wood's and pay related fees and expenses. The Company expects the offering of the Senior Secured Notes and the acquisition of TB Wood's to close on April 5, 2007. ITEM 8.01 OTHER EVENTS. The information set forth in the press release attached hereto as Exhibit 99.1 is incorporated herein by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits Exhibit No. Description - ----------- ------------------------------------------------------------ 99.1 Press Release, dated April 3, 2007. 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. ALTRA HOLDINGS, INC. /s/ Michael L. Hurt ----------------------------------- Name: Michael L. Hurt Title: Chief Executive Officer Date: April 3, 2007 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. ALTRA INDUSTRIAL MOTION, INC. /s/ Michael L. Hurt ----------------------------------- Name: Michael L. Hurt Title: Chief Executive Officer Date: April 3, 2007 3 EX-99.1 2 y64602kexv99w1.txt PRESS RELEASE EXHIBIT 99.1 ALTRA INDUSTRIAL MOTION, INC. ENTERS INTO PURCHASE AGREEMENT TO SELL 9% SENIOR NOTES DUE 2011 QUINCY, MA - APRIL 3, 2007 Altra Industrial Motion, Inc. (the "Company") announced today that it and certain of its domestic subsidiaries have entered into a definitive purchase agreement to sell $105,000,000 aggregate principal amount of 9% Senior Secured Notes due 2011 (the "Senior Secured Notes") in a private offering to "qualified institutional buyers" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States in compliance with Regulation S under the Securities Act. The Senior Secured Notes will be issued under an indenture, dated November 30, 2004, as amended, pursuant to which the Company previously issued $165,000,000 aggregate principal amount of 9% Senior Secured Notes due 2011. The Senior Secured Notes have not been registered under the Securities Act and may not be offered or sold in the United States, absent registration or an applicable exemption from such registration requirements. The Company intends to use the net proceeds from the offering of Senior Secured Notes together with borrowings under its senior revolving credit facility and cash on hand to fund the acquisition of TB Wood's Corporation ("TB Wood's"), repay certain existing indebtedness of TB Wood's and pay related fees and expenses. The Company expects the offering of the Senior Secured Notes and the acquisition of TB Wood's to close on April 5, 2007. Altra Industrial Motion, Inc., a subsidiary of Altra Holdings, Inc., is a leading multinational designer, producer and marketer of a wide range of electromechanical power transmission products. The Company brings together strong brands covering over 35 product lines with production facilities in six countries and sales coverage in over 70 countries. The Company's leading brands include Boston Gear, Warner Electric, Formsprag Clutch, Ameridrives Couplings, Industrial Clutch, Kilian Manufacturing, Marland Clutch, Nuttall Gear, Stieber Clutch, Wichita Clutch, Twiflex Limited, Bibby Transmissions, Matrix International, Inertia Dynamics, Huco Dynatork and Warner Linear. This press release includes statements which are forward looking within the meaning of applicable securities laws. These statements may include or imply projections of future performance that are based upon the Company's expectations or assumptions. These expectations and assumptions, as well as the Company's future performance, are subject to a number of risks and uncertainties. Factors that could cause actual results to differ from projected results are discussed in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission. The Company is under no obligation to, and expressly disclaims any obligation to, update or, alter its forward looking statements, whether as a result of new information, future events or otherwise. # # # CONTACT INFORMATION: David Wall Chief Financial Officer Altra Industrial Motion, Inc. 14 Hayward Street Quincy, Massachusetts 02171 Phone: (617) 689-6380 Email: david.wall@altramotion.com -----END PRIVACY-ENHANCED MESSAGE-----