-----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, T3CAGjL7Xd6hYEb7k3xWag+pfWhuNERywK9dTpSON9m2A1aHqFGqyyB3dq17ZI26 +1B6F69JgzbEiCyHZv9VVA== 0000026172-03-000005.txt : 20030417 0000026172-03-000005.hdr.sgml : 20030417 20030416175957 ACCESSION NUMBER: 0000026172-03-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030416 ITEM INFORMATION: Other events FILED AS OF DATE: 20030417 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CUMMINS INC CENTRAL INDEX KEY: 0000026172 STANDARD INDUSTRIAL CLASSIFICATION: ENGINES & TURBINES [3510] IRS NUMBER: 350257090 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04949 FILM NUMBER: 03653248 BUSINESS ADDRESS: STREET 1: 500 JACKSON ST STREET 2: BOX 3005 MAIL CODE 60207 CITY: COLUMBUS STATE: IN ZIP: 47202-3005 BUSINESS PHONE: 8123773259 MAIL ADDRESS: STREET 1: BOX 3005 MAIL CODE 60207 CITY: COLUMBUS STATE: IN ZIP: 47202-3005 FORMER COMPANY: FORMER CONFORMED NAME: CUMMINS ENGINE CO INC DATE OF NAME CHANGE: 19920703 8-K 1 april8k.htm 8-K FILING ON APRIL 16, 2003 Item 4

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:  April 16, 2003
(Date of earliest event reported):  April 14, 2003

CUMMINS INC.
(Exact name of registrant as specified in its charter)

 

Indiana
(State or other Jurisdiction of
Incorporation)

1-4949
(Commission File Number)

35-0257090
(I.R.S. Employer Identification
No.)

 

500 Jackson Street
P. O. Box 3005
Columbus, IN 47202-3005
(Principal Executive Office) (Zip Code)


Registrant's telephone number, including area code: (812) 377-5000

Page 2

Item 5.  Other Events

       On April 14, 2003 Cummins Inc. (the "Company") issued a press release announcing that it expects to re-audit and restate its 2000 and 2001 financial statements and restate financial statements for 1995 through 1999, relating to its previously announced need for a $15.4 million after-tax ($23.1 million pre-tax) accounts payable adjustment primarily associated with the implementation of a new enterprise resource planning system in one of its plants.  In the press release, the Company also announced that it will file its 2002 Form 10-K as soon as practicable following completion of the re-audit.  A copy of the release is filed herewith as Exhibit 99.1.

       The Company's long-term debt is issued under a November 20, 2002 Indenture between the Company and BNY Midwest Trust Company as trustee for $250 million in 9.5% senior notes, a June 18, 2001 Indenture between the Company and BNY Midwest Trust Company as trustee for $300 million in 7% convertible preferred securities and a March 1, 1986 Indenture between the Company and JPMorgan Chase Bank (formerly The Chase Manhattan Bank) for four series of securities with an aggregate value of $760 million.

       In connection with the November 20, 2002 offering under the 2002 Indenture, the Company agreed to file an exchange offer registration statement and complete that exchange offer by no later than May 19, 2003.  If the company fails to meet this deadline, the Company will be contractually obligated to pay an additional 0.25% interest on the notes issued under this Indenture.  For every 90 days that completion of the exchange offer is delayed, the rate will increase by an additional 0.25% up to a maximum of a 1% increase.

       Due to the uncertainties surrounding the filing of the Company's 10-K, the Company has also exercised its right to suspend the use of the resale prospectus in its effective registration statement regarding the convertible preferred securities issued under the 2001 Indenture.  Beginning on March 1, 2003, this resulted in the accrual of an additional 0.5% dividend on these securities, which the Company will continue to pay until use of the prospectus is resumed upon the filing of the 10-K.

       The 2002, 2001 and 1986 Indentures all require the Company to deliver to the respective Trustee a copy of the Company's annual filings with the Securities and Exchange Commission (SEC) within specified periods of time after such filings are due.  The delay in filing the 2002 10-K will not result in an automatic default and acceleration of maturity of the Company's long-term debt issued under any of the Indentures.  However, the Trustee and the debt holders will have a right, beginning as early as April 15, 2003, to notify the Company of its nonperformance and declare the principal amount and all accrued interest to be due and payable.  Based on discussions with the Indenture Trustees, the Company currently has no reason to believe that notices will be given.  However, if that were to occur, the Company would have 60 days to cure the nonperformance or obtain waivers of the applicable Indenture covenants with consent from hold ers of 51% or more of the aggregate principal indebtedness under each series of the long-term debt.  Any acceleration of maturity of the Company's long-term debt issued under any of the respective Indentures could lead to the acceleration of the maturity of the indebtedness under the Company's other Indentures, an automatic default and termination of unused commitments under the Company's November 5, 2002, $385 million, three-year revolving credit facility and default under certain other indebtedness of the Company.

Page 3

       The Company's 2002 Credit Agreement also requires the Company to deliver its audited year-end financial statements within a specified period of time.  The Company has received a waiver through November 30, 2003 of any breaches due to a delay in the delivery of these statements.  The Company currently has $183 million outstanding under this credit facility, including letters of credit.

Item 7.  Financial Statements and Exhibits

   ( c)  Exhibits

           99.1  Press release dated April 14, 2003 of Cummins Inc.

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  April 16, 2003

 

Cummins Inc.

 
 


By: /s/ Susan K. Carter
______________________________
Susan K. Carter
Vice President - Finance
(Principal Accounting Officer)

 
EX-99 3 exhibit99.htm EXHIBIT 99 FOR 8-K EXHIBIT 99

EXHIBIT 99

(GRAPHIC OMITTED)
CUMMINS INC.                                                                           NEWS RELEASE


Jason Rawlings                
Director- Public Relations
812-377-7719                  

For Immediate Release
Date: April 14, 2003

Cummins Provides Revised Guidance and Update on Financial Filings
-- Global Uncertainty and Soft Demand in Major Markets Impact First Quarter - -

COLUMBUS, Ind. -- April 14, 2003 -- Cummins Inc. (NYSE: CUM) today announced that it anticipates first quarter results to be a loss in the range of $.85 to $.95 per share. These results were attributable to lower capital spending and weak consumer markets stemming from global political and economic uncertainty. Most markets had soft demand, but Power Generation continued to deteriorate.

The Company normally experiences seasonal weakness in the first quarter, with March being the strong month. As a result of global uncertainty, normal gains in March were not realized. However, the Company expects to see increased earnings throughout the remainder of the year.

"There are more than 5,600 of our new, environmentally compliant heavy-duty engines in service. They have accumulated more than 60 million miles of road experience, as well as endorsements from very satisfied drivers," said Tim Solso, Cummins Chairman and CEO.

Tim Solso will be a speaker on the Company's first quarter earnings release teleconference at 9 a.m. (EST) on Thursday, April 17, 2003. A Company news release discussing the topic of the teleconference will be available on Business Wire before the call.

The Company also announced that it will restate its 2000 and 2001 financials. The restatement relates to the previously announced need for a non-cash accounts payable adjustment primarily associated with the implementation of a new enterprise resource planning system in one of its plants. This restatement will require a re-audit of the 2000 and 2001 financials by the Company's new auditors, PricewaterhouseCoopers, LLP (PwC) since Arthur Andersen, LLP was Cummins auditors for those periods and is no longer providing auditing services.

The non-cash adjustment totals approximately $15.4 million after tax ($23.1 million pre-tax) and will be spread across multiple years, beginning in 1995.

Cummins has discussed the accounting adjustment with the Securities and Exchange Commission (SEC) and the Company's auditors, PwC, and has concluded that a restatement is necessary. The Company has found no evidence of fraud or willful misconduct on the part of any employee.

The re-audit will be completed as quickly as possible. Cummins will file its 2002 Form 10-K as soon as practicable following the finalization of the re-audit. The Company also intends to release unaudited financial statements for 2002. The 2000 and 2001 financial statements, as previously reported, are subject to change as a result of the re-audit.

The April 17 teleconference will be simultaneously webcast. The webcast can be accessed through Cummins website.  Access the Investor Relations home page and choose the link for the teleconference.

A digital replay will be available at 1 p.m. (EST) and 5 p.m. (EST), beginning on April 17 through April 24, by dialing 1-800-332-6854 (domestic access) or 973-528-0005 (international access) with ID# 2866.

Cummins Inc., a global power leader, is a corporation of complementary business units that design, manufacture, distribute and service engines and related technologies, including fuel systems, controls, air handling, filtration, emission solutions and electrical power generation systems. Headquartered in Columbus, Indiana, (USA) Cummins serves its customers through more than 500 company-owned and independent distributor locations in 131 countries and territories. With 23,700 employees worldwide, Cummins reported sales of $5.9 billion in 2002. Press releases by fax can be requested by calling News On Demand (toll free) at 888-329-2305.

Information provided in this release that is not purely historical is considered to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company's expectations, hopes, beliefs and intentions on strategies regarding the future. It is important to note that the Company's actual future results could differ materially from those projected in such forward-looking statements because of a number of factors, including, but not limited to, general economic, business and financing conditions, labor relations, governmental action, competitor pricing activity, expense volatility and other risks detailed from time to time in Cummins Securities and Exchange Commission filings.

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