-----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, EBRx/nioAiA69rE8V2kNWu43LloCp01iBRVztO8kRBDKSmFu6YhQdPlfx/4QqOBI iQk38dsA16qwybqF1J3Fgw== 0000950128-03-000989.txt : 20030815 0000950128-03-000989.hdr.sgml : 20030815 20030815162559 ACCESSION NUMBER: 0000950128-03-000989 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030801 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030815 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JLG INDUSTRIES INC CENTRAL INDEX KEY: 0000216275 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION MACHINERY & EQUIP [3531] IRS NUMBER: 251199382 STATE OF INCORPORATION: PA FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12123 FILM NUMBER: 03851023 BUSINESS ADDRESS: STREET 1: 1 JLG DR CITY: MCCONNELLSBURG STATE: PA ZIP: 17233 BUSINESS PHONE: 7174855161 8-K 1 j0269101e8vk.txt JLG INDUSTRIES, INC. 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): August 1, 2003 JLG INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Commission file number: 0-12123 PENNSYLVANIA 25-1199382 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1 JLG DRIVE, MCCONNELLSBURG, PA 17233-9533 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (7l7) 485-5161 Not Applicable (Former name or former address, if changed since last report) Item 2. Acquisition or Disposition of Assets. (a) On August 1, 2003, JLG Industries, Inc. (the "Company") completed its previously announced acquisition of the OmniQuip business unit ("OmniQuip") of Textron Inc. through an acquisition of assets from Trak International, Inc., including all operations relating to the Sky Trak and Lull brand telehandler products. The purchase price for the acquisition was $100 million, with $90 million paid in cash at closing and $10 million paid in the form of an unsecured subordinated promissory note due on the second anniversary of the closing date. Sales for the purchased operations in calendar year 2002 totaled approximately $217 million. The acquisition was financed with proceeds from the sale of the Company's $125 million senior unsecured notes and a $10 million unsecured subordinated promissory note in favor of Trak International, Inc. and due on the second anniversary of the closing date. (b) QmniQuip manufactures and markets multi-brand telescopic material handlers and is North America's leading producer of telescopic material handlers used in numerous applications by commercial and residential building contractors, as well as by customers in other construction, military and agricultural markets. OmniQuip is also a key supplier of telescopic material handlers to the U.S Army. Item 5. Other Events and Regulation FD Disclosure. On July 8, 2003, the Company entered into amendments to its $150 million revolving credit facility to change the administrative agent bank from Wachovia to SunTrust Bank, to authorize the OmniQuip transaction and certain debt and liens that would be incurred thereby, to modify certain financial covenants to give it greater operating flexibility, and to change the termination date of the facility from June 18, 2004 to December 31, 2003. Simultaneously, the Company entered into parallel amendments to its $25 million overdraft facility. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial statements of business acquired. Audited financial statements of OmniQuip will be filed with the Securities and Exchange Commission as an amendment to this Report on or about October 14, 2003. (b) Pro forma financial information. Pro forma financial information will be filed with the Securities and Exchange Commission as an amendment to the Report on or about October 14, 2003. (c) Exhibits. 2 Purchase and Sale Agreement, dated as of July 7, 2003, by and among TRAK International, Inc., Textron Inc., JLG Acquisition Corporation, and JLG Industries, Inc., which appears as Exhibit 2 to the Company's Form S-4 (File No. 333-107468 -- filed July 30, 2003), is hereby incorporated by reference. 2 10 Amendment number four and waiver under Amended and Restated Credit Agreement, dated July 8, 2003, by and among, JLG Industries, Inc., JLG Equipment Services, Inc., JLG Manufacturing, LLC, Fulton International, Inc., Gradall Industries, Inc., The Gradall Company, Access Financial Solutions, Inc., JLG Europe BV, JLG Manufacturing Europe BVBA as Borrowers, the Lenders (as defined herein), Wachovia Bank, National Association, as Administrative Agent and Documentation Agent, and Bank One, Michigan, as Syndication Agent, which appears as Exhibit 10 to the Company's Form S-4 (File No. 333-107468 -- filed July 30, 2003), is hereby incorporated by reference. 99.1 Press release of JLG Industries, Inc. dated July 8, 2003, which appears as Exhibit 99.1 to the Company's Form 8-K (File No. 1-12123 -- filed July 8, 2003), is hereby incorporated by reference. 99.2 Press release of JLG Industries, Inc. dated August 4, 2003. 3 SIGNATURE 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 thereunto duly authorized. JLG INDUSTRIES, INC. (Registrant) Date: August 15, 2003 /s/ James H. Woodward, Jr. ------------------------------- James H. Woodward, Jr. Executive Vice President and Chief Financial Officer 4 EXHIBIT INDEX
Exhibit No. Description - ----------- ----------- 2 Purchase and Sale Agreement, dated as of July 7, 2003, by and among TRAK International, Inc., Textron Inc., JLG Acquisition Corporation, and JLG Industries, Inc., which appears as Exhibit 2 to the Company's Form S-4 (File No. 333-107468 -- filed July 30, 2003), is hereby incorporated by reference. 10 Amendment number four and waiver under Amended and Restated Credit Agreement, dated July 8, 2003, by and among, JLG Industries, Inc., JLG Equipment Services, Inc., JLG Manufacturing, LLC, Fulton International, Inc., Gradall Industries, Inc., The Gradall Company, Access Financial Solutions, Inc., JLG Europe BV, JLG Manufacturing Europe BVBA as Borrowers, the Lenders (as defined herein), Wachovia Bank, National Association, as Administrative Agent and Documentation Agent, and Bank One, Michigan, as Syndication Agent, which appears as Exhibit 10 to the Company's Form S-4 (File No. 333-107468 -- filed July 30, 2003), is hereby incorporated by reference. 99.1 Press release of JLG Industries, Inc. dated July 8, 2003, which appears as Exhibit 99.1 to the Company's Form 8-K (File No. 1-12123 -- filed July 8, 2003), is hereby incorporated by reference. 99.2 Press release of JLG Industries, Inc. dated August 4, 2003.
5 EX-99.2 3 j0269101exv99w2.txt PRESS RELEASE Exhibit 99.2 [JLG LOGO] PRESS RELEASE FOR IMMEDIATE RELEASE JLG INDUSTRIES, INC. CONTACT: JUNA ROWLAND 1 JLG Drive DIRECTOR - CORPORATE & INVESTOR RELATIONS McConnellsburg, PA 17233-9533 (240) 313-1816, IR@JLG.COM Telephone (717) 485-5161 Fax (717) 485-6417 www.jlg.com JLG INDUSTRIES, INC. COMPLETES PURCHASE OF OMNIQUIP BEGINS INTEGRATION OF TELEHANDLER PRODUCTION WITH CLOSURE OF FACILITIES MCCONNELLSBURG, PA, AUGUST 4, 2003 - JLG Industries, Inc. (NYSE: JLG) today announced it has completed the purchase of the OmniQuip business unit of Textron. JLG purchased the assets of Trak International, Inc., which include all operations relating to the Sky Trak(R) and Lull(R) brand telehandler products, for a purchase price of $100 million. Sales for the purchased operations in calendar year 2002 totaled approximately $217 million. "We are pleased that this transaction has been completed in such a short time period," commented Bill Lasky, Chairman of the Board, President and Chief Executive Officer. "We have formed a dedicated integration team which has developed a comprehensive plan designed to fully integrate the OmniQuip operations into JLG. To this end, today, we have communicated our vision for the integration with the OmniQuip people and have announced our intended closing of the Port Washington, WI facility with the process to begin in October and to be completed over the following 12 months. The Mendota Heights, MN facility closure is expected to be completed concurrently over a nine-month period. However, we expect to retain the best people, particularly within the engineering and military contract staff, as well as continue the operations at the Oakes, ND facility. With our successful transfer of our own telehandler production from our Orrville, OH facility into our McConnellsburg operations last year, we have an experienced team to implement our integration plan for the Sky Trak and Lull brand machines. "These identified 'hard' synergies represent ongoing cost savings of approximately $27 million annually. Furthermore, expected 'soft' synergies from common components, product designs and distribution channels will result in additional savings going forward. When combined with JLG's industry-leading after-sales and support services, these synergies will offer our customers significantly increased value." Commenting on the overall financial impact, Jim Woodward, Executive Vice President and Chief Financial Officer stated, "The integration plan involves moving the telehandler production to our Pennsylvania facilities and, as a result, we will incur estimated expenditures totaling approximately $45 million over a four-year period. In addition to the $100 million purchase price, we will capitalize approximately $24 million associated (more) JLG Industries, Inc. - page 2 with personnel reductions, facility closings and other restructuring costs, while approximately $21 million in increased pre-tax costs is associated with integration expenses such as plant start up costs and facility operating expenses that will impact the income statement. However, ongoing savings from hard synergies after the absorption of integration costs will result in approximately $27 million annually. "The fiscal 2004 impact will be approximately $28 million of which $18 million is associated with personnel reductions, facility closings and other restructuring costs capitalized as part of the purchase, with approximately $10 million in pre-tax costs to impact the income statement. Also, of the $28 million amount, $24 million will be cash and $4 million will be non-cash charges. Approximately $19 million of synergies are expected to be realized this year. "From a revenue mix standpoint, the impact on JLG is significant - reducing the dependency on aerial work platforms with a better balance between aerials and telehandlers. This acquisition further enhances JLG's position as an industry leader and provides our customers with a broader choice of products and services." The Port Washington, WI, Mendota Heights, MN, and Oakes, ND facilities represent approximately 500,000, 40,000 and 78,000 square feet of space, respectively and employ a total of approximately 530 people. JLG Industries, Inc. is the world's leading producer of mobile aerial work platforms and a leading producer of telehandlers and telescopic hydraulic excavators marketed under the JLG(R), Gradall(R), Lull(R) and Sky Trak(R) trademarks. Sales are made princiPally to rental companies and distributors that rent and sell the Company's products to a diverse customer base, which includes users in the industrial, commercial, institutional and construction markets. JLG's manufacturing facilities are located in the United States and Belgium, with sales and service locations on six continents. This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not guarantees of future performance, and involve a number of risks and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. Important factors that could cause actual results to differ materially from those suggested by the forward-looking statements include, but are not limited to, the following: (i) general economic and market conditions, including political and economic uncertainty in areas of the world where we do business; (ii) varying and seasonal levels of demand for our products and services; (iii) limitations on customer access to credit for purchases; (iv) limitations on our ability to finance future acquisitions and integrate acquired businesses; and (v) costs of raw materials and energy, as well as other risks as detailed in the Company's SEC reports, including the report on Form 10-Q for the quarter ended April 30, 2003. For more information, visit www.jlg.com. NOTE: Information contained on our website is not incorporated by reference into this press release. # # # -----END PRIVACY-ENHANCED MESSAGE-----