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 Exchange Act of 1934

Date of Report (Date of earliest event reported):  November 21, 2002

HILLENBRAND INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)

Indiana
(State or other jurisdiction
of incorporation) 1-6651
(Commission
File Number) 35-1160484
(IRS Employer
Identification No.)

700 State Route 46 East
Batesville, Indiana
(Address of principal executive offices)
47006-8835
(Zip Code)

Registrant’s telephone number, including area code:  (812) 934-7000

Not Applicable
(Former name or former address,
if changed since last report.)

Item 5. OTHER EVENTS.

     On November 21, 2002, the Company announced expected operating results for the fourth quarter of 2002, excluding the impact of any antitrust litigation charge in the fourth quarter related to the litigation with Kinetic Concepts Inc.

     On November 21, 2002, the Company also announced that it had amended the $500 million senior revolving credit facilities obtained on August 2, 2002. The amendments provide the Company with additional flexibility in utilization of the credit facilities. The facilities are with a syndicate of banks led by Bank of America, N.A. and Citicorp USA, Inc. Copies of the amendments to the credit facilities are filed as Exhibits 10.15 and 10.16 to this Current Report on Form 8-K. The contents of such Exhibits are incorporated herein by reference.

     The above announcements are more fully described in the press releases filed as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K. The contents of such Exhibits are incorporated herein by reference.

Item 7. FINANCIAL STATEMENTS AND EXHIBITS.

     (c)  Exhibits.

10.15	First Amendment to 364-Day Credit Agreement dated November 20, 2002 among Hillenbrand Industries, Inc. and Bank of America, N.A., as Administrative Agent, and Citicorp USA, Inc., as Syndication Agent, and other lenders.
10.16	First Amendment to Three-Year Credit Agreement dated November 20, 2002 among Hillenbrand Industries, Inc. and Bank of America, N.A., as Administrative Agent, and Citicorp USA, Inc., as Syndication Agent, and other lenders.
99.1	Press release dated November 21, 2002 issued by the Company announcing expected fourth quarter 2002 operating results, excluding antitrust litigation charge.
99.2	Press release dated November 21, 2002 issued by the Company announcing amendments to existing $500 million senior revolving credit facilities.

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.

		HILLENBRAND INDUSTRIES, INC.
DATE:	November 22, 2002	BY: /s/ Scott K. Sorensen              Scott K. Sorensen              Vice President and              Chief Financial Officer
DATE:	November 22, 2002	BY: /s/ Gregory N. Miller              Gregory N. Miller              Vice President and Controller

3

EXHIBIT INDEX

Exhibit Number	Exhibit Description
10.15	First Amendment to 364-Day Credit Agreement dated November 20, 2002 among Hillenbrand Industries, Inc. and Bank of America, N.A., as Administrative Agent, and Citicorp USA, Inc., as Syndication Agent, and other lenders.
10.16	First Amendment to Three-Year Credit Agreement dated November 20, 2002 among Hillenbrand Industries, Inc. and Bank of America, N.A., as Administrative Agent, and Citicorp USA, Inc., as Syndication Agent, and other lenders.
99.1	Press release dated November 21, 2002 issued by the Company announcing expected fourth quarter 2002 operating results, excluding antitrust litigation charge.
99.2	Press release dated November 21, 2002 issued by the Company announcing amendments to existing $500 million senior revolving credit facilities.

4 EX-10.15 3 c73303exv10w15.htm FIRST AMENDMENT TO 364-DAY CREDIT AGREEMENT

Exhibit 10.15

FIRST AMENDMENT
TO
THE 364-DAY CREDIT AGREEMENT

     FIRST AMENDMENT to the 364-Day Credit Agreement dated as of November 20, 2002 (this “First Amendment”) among HILLENBRAND INDUSTRIES, INC. (the “Borrower”), each lender to the 364-Day Credit Agreement (as defined below) (the “Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and Alternative Rate Lender, CITICORP, USA, INC., as Syndication Agent, and BANK ONE, NA, LASALLE BANK NATIONAL ASSOCIATION and UBS AG, STAMFORD BRANCH, as Documentation Agents.

     PRELIMINARY STATEMENTS:

     (1)  The Borrower, the Lenders, the Administrative Agent, Citicorp USA, Inc, as Syndication Agent, and Bank One, NA, LaSalle Bank National Association and UBS AG Stamford Branch, as Documentation Agents entered into that certain 364-Day Credit Agreement dated as of August 2, 2002 (as amended by this First Amendment, as hereinafter amended, modified, supplemented, extended or restated from time to time being called, the “Amended Credit Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Amended Credit Agreement.

     (2)  The Borrower has requested the Lenders to, among other things, amend certain covenants and other provisions in the Amended Credit Agreement.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

     SECTION 1.01. Amendment to Section 1.01. Section 1.01 of the Amended Credit Agreement is hereby amended as follows:

     (a) The definition of “Indebtedness” in Section 1.01 of the Amended Credit Agreement is hereby amended by deleting the following paragraph of the definition in its entirety:

     “For purposes of calculations under Section 7.11, the Indebtedness of any Person shall include, without duplication, (a) any appeal bonds and supersedeas bonds, (b) any collateralization or reimbursement obligations required in connection with any such bonds in the form of a letter of credit or otherwise and (c) the amounts of any judgments or decrees, in each case, in excess of cash, cash equivalents and short term investments on the most recent balance sheet at the time any such bond is provided or any such judgment or decree is entered.”

     (b) Section 1.01 is hereby amended by adding, in correct alphabetical order, the following definition:

     “Material Decree” means any judgment, order, decree or jury verdict in connection with litigation disclosed in the 10-K or 10-Q in an aggregate amount (including a reasonable estimate of the costs, expenses, interest charges, and legal fees and expenses related thereto) in excess of $150 million.”

1

     SECTION 1.02. Amendment to Section 6.02. The second sentence of the last paragraph of Section 6.02 of the Amended Credit Agreement is hereby deleted in its entirety and the following is inserted in lieu thereof:

     “Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(a) to the Administrative Agent.”

     SECTION 1.03. Amendment to Section 7.11. Section 7.11 of the Amended Credit Agreement is hereby deleted in its entirety and the following is inserted in lieu thereof:

     “Section 7.11 Total Debt to Total Capitalization Ratio. (a) Permit the ratio of (i) Consolidated Total Debt to (ii) Consolidated Total Capitalization to exceed at any prior month-end 0.45:1, unless the calculation of Indebtedness or Shareholder’s Equity for purposes of this Section 7.11 includes any Material Decree or the payment of any Material Decree or (b) if the calculation of Indebtedness or Shareholder’s Equity for purposes of this Section 7.11 includes any Material Decree or the payment of any Material Decree, permit the ratio of (i) Consolidated Total Debt to (ii) Consolidated Total Capitalization to exceed at any prior month-end 0.65:1.

     For purposes of calculations under Section 7.11, (i) the Indebtedness of any Person shall not include 75% of the principal amount of any mandatorily convertible unsecured bonds, debentures, preferred stock or similar instruments in a principal amount not to exceed $500 million in the aggregate during the term of the Agreement which are payable in no more than three years (whether by redemption, call option or otherwise) solely in common stock or other common equity interests of such Person (hereinafter referred to as the “Convertibles”), and (ii) Shareholders’ Equity of any Person shall include 75% of the principal amount of any Convertibles (whether or not such Convertibles would be considered shareholders’ equity under GAAP).

     Further, for purposes of calculations under this Section 7.11, Indebtedness shall include, without duplication, (i) the sum of (A) any unpaid judgment, order, decree or jury verdict, including a reasonable estimate of the costs, expenses, interest charges, and legal fees and expenses related thereto, and (B) any bond, collateralization or reimbursement obligation required in the form referred to in clause (b) of the definition of Indebtedness relating to any such judgment, order, decree or jury verdict (hereinafter referred to as a “Collateral Obligation”), net of any cash deposited, posted or otherwise paid in connection with a Collateral Obligation, and net of any debt incurred to obtain a Collateral Obligation, minus, (ii) in the case of the calculation under Section 7.11(a) only, cash, cash equivalents and short term investments on the most recent balance sheet.”

     SECTION 1.04. Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and the Lenders, as follows:

     (a) After giving effect to this First Amendment, the representations and warranties set forth in Article V of the Amended Credit Agreement, and in each other Loan Document, are true and correct in all material respects on and as of the date hereof and on and as of the First Amendment Effective Date (as defined below) with the same effect as if made on and as of the date hereof, except to the extent such representations and warranties expressly relate solely to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date.

2

     (b) After giving effect to this First Amendment, the Borrower is in compliance with all the terms and conditions of the Amended Credit Agreement and the other Loan Documents on its part to be observed or performed and no Default or Event of Default has occurred or is continuing under the Amended Credit Agreement.

     (c) The execution, delivery and performance by the Borrower of this First Amendment have been duly authorized by the Borrower.

     (d) This First Amendment constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms.

     (e) The execution, delivery and performance by the Borrower of this First Amendment do not (i) contravene the terms of any such Person’s Organization Documents; (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under, (A) any Contractual Obligation to which the Borrower is a party, except to the extent that such breach, contravention or creation of any such Lien could not reasonably be expected to have a Material Adverse Effect or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its property is subject; or (iii) violate any material Law.

     (f) Except for the litigation disclosed in the 10-K and 10-Q, there are no actions, suits, proceedings, claims, disputes, pending or, to the knowledge of the Borrower after due and diligent investigation threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority by or against the Borrower or any of its Subsidiaries or against any of their properties or revenues that (i) purport to affect or pertain to this Amended Credit Agreement or any other Loan Document, or any of the transactions contemplated hereby or (ii) either individually or in aggregate, if determined adversely, could reasonably be expected to have a Material Adverse Effect.

     SECTION 1.05. Effectiveness. This First Amendment shall become effective only upon satisfaction of the following conditions precedent (the first date upon which each such condition has been satisfied being herein called the “First Amendment Effective Date”):

     (a) The Administrative Agent shall have received duly executed counterparts of this First Amendment which, when taken together, bear the authorized signatures of the Borrower and the Required Lenders.

     (b) The Borrower shall have paid all expenses referred to in Section 1.07 of this First Amendment.

     SECTION 1.06. APPLICABLE LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT ALL PARTIES HERETO SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

     SECTION 1.07. Expenses. The Borrower shall pay (i) all reasonable costs and expenses incurred by the Administrative Agent in connection with the preparation, negotiation, execution, delivery and enforcement of this First Amendment, including all reasonable Attorney Costs and (ii) an amendment fee payable to the Administrative Agent in the aggregate amount of 5 basis points on the Commitment as of the First Amendment Effective Date of each Lender executing the First Amendment prior to the First Amendment Effective Date, payable to each such Lender. The agreement set forth in this Section 1.07 shall survive the termination of this First Amendment and the Amended Credit Agreement.

3

     SECTION 1.08. Counterparts. This First Amendment may be executed in any number of counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one agreement. Delivery of an executed counterpart of the signature page of this First Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart thereof.

     SECTION 1.09. Amended Credit Agreement. Except as expressly modified or consented to herein, the Amended Credit Agreement shall continue in full force and effect in accordance with the provisions thereof. This First Amendment is a Loan Document executed under the Amended Credit Agreement and shall be construed in accordance with the Amended Credit Agreement.

[Signature Pages to Follow]

     IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed as of the date first above written.

HILLENBRAND INDUSTRIES, INC.

By: Name:          Mark R. Lanning
Title:          Vice President and Treasurer

BANK OF AMERICA, N.A., as
Administrative Agent

By: Name: Title:

CITICORP USA, INC., as Syndication Agent

By: Name: Title:

BANK ONE, NA, as Documentation Agent

By: Name: Title:

LASALLE BANK NATIONAL ASSOCIATION,
as Documentation Agent

By: Name: Title:

4

UBS AG, STAMFORD BRANCH, as
Documentation Agent

By: Name: Title:

By: Name: Title:

BANK OF AMERICA, N.A., as a Lender and
Alternative Rate Lender

By: Name: Title:

BANK ONE, NA, as a Lender

By: Name: Title:

BNP PARIBAS, as a Lender

By: Name: Title:

By: Name: Title:

CITICORP USA, INC., as a Lender

By: Name: Title:

5

FIFTH THIRD BANK as a Lender

By: Name: Title:

KEYBANK NATIONAL ASSOCIATION, as a Lender

By: Name: Title:

LASALLE BANK NATIONAL ASSOCIATION, as a
Lender

By: Name: Title:

NATIONAL CITY BANK OF INDIANA, as a Lender

By: Name: Title:

THE NORTHERN TRUST COMPANY, as a Lender

By: Name: Title:

PNC BANK, NATIONAL ASSOCIATION, as a Lender

By: Name: Title:

6

SUNTRUST BANK, as a Lender

By: Name: Title:

UBS AG, STAMFORD BRANCH, as a Lender

By: Name: Title:

7 EX-10.16 4 c73303exv10w16.htm FIRST AMENDMENT TO THREE-YEAR CREDIT AGREEMENT

Exhibit 10.16

FIRST AMENDMENT
TO
THE THREE-YEAR CREDIT AGREEMENT

     FIRST AMENDMENT to the Three-Year Credit Agreement dated as of November 20, 2002 (this “First Amendment”) among HILLENBRAND INDUSTRIES, INC. (the “Borrower”), each lender to the Three-Year Credit Agreement (as defined below) (the “Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lender, L/C Issuer and Alternative Rate Lender, CITICORP, USA, INC., as Syndication Agent, and BANK ONE, NA, LASALLE BANK NATIONAL ASSOCIATION and UBS AG, STAMFORD BRANCH, as Documentation Agents.

     PRELIMINARY STATEMENTS:

     (1)  The Borrower, the Lenders, the Administrative Agent, Citicorp USA, Inc, as Syndication Agent, and Bank One, NA, LaSalle Bank National Association and UBS AG Stamford Branch, as Documentation Agents entered into that certain Three-Year Credit Agreement dated as of August 2, 2002 (as amended by this First Amendment, as hereinafter amended, modified, supplemented, extended or restated from time to time being called, the “Amended Credit Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Amended Credit Agreement.

     (2)  The Borrower has requested the Lenders to, among other things, amend certain covenants and other provisions in the Amended Credit Agreement.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

     SECTION 1.01. Amendments to Section 1.01. Section 1.01 of the Amended Credit Agreement is hereby amended as follows:

     (a) The definition of “Indebtedness” in Section 1.01 is hereby amended by deleting the following paragraph of the definition in its entirety:

     “For purposes of calculations under Section 7.11, the Indebtedness of any Person shall include, without duplication, (a) any appeal bonds and supersedeas bonds, (b) any collateralization or reimbursement obligations required in connection with any such bonds in the form of a letter of credit or otherwise and (c) the amounts of any judgments or decrees, in each case, in excess of cash, cash equivalents and short term investments on the most recent balance sheet at the time any such bond is provided or any such judgment or decree is entered.”

     (b) Section 1.01 is hereby amended be deleting the definition of “Letter of Credit Sublimit” and amending and restating it in its entirety to read as follows:

     “Letter of Credit Sublimit” means, at any time, an amount equal to the lesser of (a) $250,000,000 and (b) the unused amount of the Aggregate Commitments at such time. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Commitments.”

     (c) Section 1.01 is hereby amended by adding, in correct alphabetical order, the following definition:

1

     “Material Decree” means any judgment, order, decree or jury verdict in connection with litigation disclosed in the 10-K or 10-Q in an aggregate amount (including a reasonable estimate of the costs, expenses, interest charges, and legal fees and expenses related thereto) in excess of $150 million.”

     SECTION 1.02. Amendment to Section 6.02. The second sentence of the last paragraph of Section 6.02 of the Amended Credit Agreement is hereby deleted in its entirety and the following is inserted in lieu thereof:

     “Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(a) to the Administrative Agent.”

     SECTION 1.03. Amendment to Section 7.11. Section 7.11 of the Amended Credit Agreement is hereby deleted in its entirety and the following is inserted in lieu thereof:

     “Section 7.11 Total Debt to Total Capitalization Ratio. (a) Permit the ratio of (i) Consolidated Total Debt to (ii) Consolidated Total Capitalization to exceed at any prior month-end 0.45:1, unless the calculation of Indebtedness or Shareholder’s Equity for purposes of this Section 7.11 includes any Material Decree or the payment of any Material Decree or (b) if the calculation of Indebtedness or Shareholder’s Equity for purposes of this Section 7.11 includes any Material Decree or the payment of any Material Decree, permit the ratio of (i) Consolidated Total Debt to (ii) Consolidated Total Capitalization to exceed at any prior month-end 0.65:1.

     For purposes of calculations under Section 7.11, (i) the Indebtedness of any Person shall not include 75% of the principal amount of any mandatorily convertible unsecured bonds, debentures, preferred stock or similar instruments in a principal amount not to exceed $500 million in the aggregate during the term of the Agreement which are payable in no more than three years (whether by redemption, call option or otherwise) solely in common stock or other common equity interests of such Person (hereinafter referred to as the “Convertibles”), and (ii) Shareholders’ Equity of any Person shall include 75% of the principal amount of any Convertibles (whether or not such Convertibles would be considered shareholders’ equity under GAAP).

     Further, for purposes of calculations under this Section 7.11, Indebtedness shall include, without duplication, (i) the sum of (A) any unpaid judgment, order, decree or jury verdict, including a reasonable estimate of the costs, expenses, interest charges, and legal fees and expenses related thereto, and (B) any bond, collateralization or reimbursement obligation required in the form referred to in clause (b) of the definition of Indebtedness relating to any such judgment, order, decree or jury verdict (hereinafter referred to as a “Collateral Obligation”), net of any cash deposited, posted or otherwise paid in connection with a Collateral Obligation, and net of any debt incurred to obtain a Collateral Obligation, minus, (ii) in the case of the calculation under Section 7.11(a) only, cash, cash equivalents and short term investments on the most recent balance sheet.”

     SECTION 1.04. Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and the Lenders, as follows:

     (a) After giving effect to this First Amendment, the representations and warranties set forth in Article V of the Amended Credit Agreement, and in each other

2

Loan Document, are true and correct in all material respects on and as of the date hereof and on and as of the First Amendment Effective Date (as defined below) with the same effect as if made on and as of the date hereof, except to the extent such representations and warranties expressly relate solely to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date.

     (b) After giving effect to this First Amendment, the Borrower is in compliance with all the terms and conditions of the Amended Credit Agreement and the other Loan Documents on its part to be observed or performed and no Default or Event of Default has occurred or is continuing under the Amended Credit Agreement.

     (c) The execution, delivery and performance by the Borrower of this First Amendment have been duly authorized by the Borrower.

     (d) This First Amendment constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms.

     (e) The execution, delivery and performance by the Borrower of this First Amendment do not (i) contravene the terms of any such Person’s Organization Documents; (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under, (A) any Contractual Obligation to which the Borrower is a party, except to the extent that such breach, contravention or creation of any such Lien could not reasonably be expected to have a Material Adverse Effect or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its property is subject; or (iii) violate any material Law.

     (f) Except for the litigation disclosed in the 10-K and 10-Q, there are no actions, suits, proceedings, claims or disputes, pending, or, to the knowledge of the Borrower after due and diligent investigation threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority by or against the Borrower or any of its Subsidiaries or against any of their properties or revenues that (i) purport to affect or pertain to this Amended Credit Agreement or any other Loan Document, or any of the transactions contemplated hereby or (ii) either individually or in aggregate, if determined adversely, could reasonably be expected to have a Material Adverse Effect.

     SECTION 1.05. Effectiveness. This First Amendment shall become effective only upon satisfaction of the following conditions precedent (the first date upon which each such condition has been satisfied being herein called the “First Amendment Effective Date”):

     (a) The Administrative Agent shall have received duly executed counterparts of this First Amendment which, when taken together, bear the authorized signatures of the Borrower and the Required Lenders.

     (b) The Borrower shall have paid all expenses referred to in Section 1.07 of this First Amendment.

     SECTION 1.06. APPLICABLE LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT ALL PARTIES HERETO SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

     SECTION 1.07. Expenses. The Borrower shall pay (i) all reasonable costs and expenses incurred by the Administrative Agent in connection with the preparation, negotiation,

3

execution, delivery and enforcement of this First Amendment, including all reasonable Attorney Costs and (ii) an amendment fee payable to the Administrative Agent in the aggregate amount of 5 basis points on the Commitment as of the First Amendment Effective Date of each Lender executing the First Amendment prior to the First Amendment Effective Date, payable to each such Lender. The agreement set forth in this Section 1.07 shall survive the termination of this First Amendment and the Amended Credit Agreement.

     SECTION 1.08. Counterparts. This First Amendment may be executed in any number of counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one agreement. Delivery of an executed counterpart of the signature page of this First Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart thereof.

     SECTION 1.09. Amended Credit Agreement. Except as expressly modified or consented to herein, the Amended Credit Agreement shall continue in full force and effect in accordance with the provisions thereof. This First Amendment is a Loan Document executed under the Amended Credit Agreement and shall be construed in accordance with the Amended Credit Agreement.

[Signature Pages to Follow]

4

     IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed as of the date first above written.

HILLENBRAND INDUSTRIES, INC.

By: Name:          Mark R. Lanning
Title:          Vice President and Treasurer

BANK OF AMERICA, N.A., as
Administrative Agent

By: Name: Title:

CITICORP USA, INC., as Syndication Agent

By: Name: Title:

BANK ONE, NA, as Documentation Agent

By: Name: Title:

LASALLE BANK NATIONAL ASSOCIATION,
as Documentation Agent

By: Name: Title:

5

UBS AG,
STAMFORD BRANCH, as Documentation Agent

By: Name: Title:

By: Name: Title:

BANK OF AMERICA, N.A., as a Lender, Swing
Line Lender, Alternative Rate Lender and
L/C Issuer

By: Name: Title:

BANK ONE, NA, as a Lender

By: Name: Title:

BNP PARIBAS, as a Lender

By: Name: Title:

By: Name: Title:

CITICORP USA, INC., as a Lender

By: Name: Title:

FIFTH THIRD BANK, as a Lender

By: Name: Title:

6

KEYBANK NATIONAL ASSOCIATION, as a Lender

By: Name: Title:

LASALLE BANK NATIONAL ASSOCIATION, as a Lender

By: Name: Title:

NATIONAL CITY BANK OF INDIANA, as a Lender

By: Name: Title:

THE NORTHERN TRUST COMPANY, as a Lender

By: Name: Title:

PNC BANK, NATIONAL ASSOCIATION, as a Lender

By: Name: Title:

SUNTRUST BANK, as a Lender

By: Name: Title:

UBS AG, STAMFORD BRANCH, as a Lender

By: Name: Title:

7 EX-99.1 5 c73303exv99w1.htm PRESS RELEASE

Exhibit 99.1

HILLENBRAND INDUSTRIES

Financial News Release

HILLENBRAND INDUSTRIES ANNOUNCES EXPECTED
FOURTH QUARTER OPERATING RESULTS – IN-LINE WITH PREVIOUS GUIDANCE —
EXCLUDING ANY ANTITRUST LITIGATION CHARGE IN FOURTH QUARTER

Company expects to report complete fiscal 2002 fourth quarter and year-end results in
conjunction with the filing of the Company’s 10-K on or before December 30, 2002

BATESVILLE, INDIANA, THURSDAY, NOVEMBER 21, 2002 – Hillenbrand Industries, Inc. (NYSE:HB) today announced expected operating results for the fourth quarter ended September 30, 2002, excluding any impact resulting from the verdict against the Company in its antitrust litigation with Kinetic Concepts Inc. (KCI).

The Company is currently unable to quantify the impact of the KCI litigation and the recently rendered adverse jury verdict on its 2002 financial results. Excluding the impact of any litigation charge resulting from the KCI litigation, the Company expects to report the following results for its fourth quarter ended September 30, 2002:

Consolidated Revenues	$	575	million
Consolidated Gross Profit Percentage		43.8	%
Consolidated Net Income, prior to any litigation charge	$	53	million
Basic and Fully Diluted Earnings Per Share, prior to any litigation charge	$	0.85
Consolidated Effective Tax Rate		34	%

The consolidated revenues above would represent an increase over the prior year comparable quarter of 14.3%, driven primarily by strong Health Care sales, which benefited from improved volumes, product mix, price realization and foreign exchange rates. Revenues also benefited by nearly $19 million as a result of the inclusion of an additional month of sales for certain foreign operations as Hill-Rom discontinued consolidating such operations on a one-month lag basis. Also contributing to the higher revenues were Batesville Casket, primarily as a result of improved price realization, and Forethought Financial Services, with higher underwriting income and better performance with respect to net capital gains and losses in the current period. Gross profit as a percentage of revenues also improved nearly 340 basis points as a result of the improved price realization and manufacturing improvements and efficiencies at all operating companies.

“The fourth quarter yielded strong operating results for Hillenbrand Industries with Health Care sales even stronger than expectations and revenues for all other operations at the high end of our earlier guidance. I am pleased with our continued progress in executing our operating plans and enhancing shareholder value. Excluding the impact of any charge resulting from the KCI litigation, our fourth quarter results were in-line with our earlier guidance. We remain focused on our commitments to increase value for shareholders by realizing the full profit potential of the existing businesses in our portfolio; to meet the needs of our customers with innovative, high quality products, services and solutions; and to make a difference in the lives of people who rely on us. I look forward to announcing our complete full-year financial results in December and discussing impacts of the KCI litigation on our operating strategies,” said Frederick W. Rockwood, president and chief executive officer. “As of

1

today, our operating results for the first quarter of 2003 appear to be within the range of the previous guidance we provided, though revenues at both Hill-Rom and Batesville Casket are expected to be at the lower end of our guidance range.”

As previously announced, on September 27, 2002 a jury awarded KCI $173.6 million in damages, subject to trebling if the jury award is upheld by the court, the addition of attorneys’ fees and the potential for injunctive relief. The Company is awaiting a final ruling and judgment by the U.S. District Court for the Western District of Texas, which may, or may not, change the amount of the damages awarded by the jury. The final ruling and judgment will be the predominant factor in the determination of the litigation charge to be recorded by the Company in the fourth quarter 2002 financial results.

Hillenbrand Industries has stated it will appeal if the verdict stands and on November 13, 2002 filed a “Brief in Support of Defendants’ Renewed Motion for Judgment as a Matter of Law and Alternative Motions for New Trial and Remittitur.” With the brief, the Company is seeking to reduce damages, overturn the verdict, and/or receive a new trial.

The court is expected to issue a judgment with respect to this matter sometime after December 4, 2002. The Company plans to report complete fiscal 2002 fourth quarter and year-end results in conjunction with the filing of its Form 10-K on or before December 30, 2002. The Company will hold a conference call with investors to discuss 2002 financial results when such results are finalized and released.

About Hillenbrand Industries Inc.

Hillenbrand Industries, Inc., headquartered in Batesville, Indiana, is a publicly traded holding company for three major wholly owned businesses serving the funeral services and health care industries. All three subsidiaries have headquarters in Batesville, Indiana.

Hillenbrand Industries’ Health Care Group consists of Hill-Rom Company, a recognized leader in the worldwide health care community providing sales, rentals, service and support for products including beds, therapy surfaces, stretchers, infant warmers, incubators, furniture, communication systems, surgical columns, medical gas management systems and modular headwall systems.

The Company’s Funeral Services Group consists of two businesses: Batesville Casket Company, the leading manufacturer and supplier of burial caskets, cremation products and related services to licensed funeral homes; and Forethought Financial Services, the leading provider of insurance and trust-based financial products and services for pre-planning funeral services.

Disclosure Regarding Forward-Looking Statements:

Certain statements in this press release contain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, regarding the Company’s future plans, objectives, beliefs, expectations, representations and projections. The Company has tried, wherever possible, to identify these forward-looking statements by using words such as “strong,” “enhancing,” “increase,” “realizing,” “full,” and “potential” but their absence does not mean that the statement is not forward-looking. Forward-looking statements include those regarding enhancing shareholder value; realizing the full profit potential of the existing businesses in our portfolio; and meeting the needs of our customers with innovative, high quality products, services and solutions. It is important to note that the Company’s actual results could differ materially from those in any such forward-looking statements. They are not guarantees of future performance. Factors that could cause actual results to differ include but are not limited to: the general business and economic conditions of the Company’s customers, changes in death rates, whether the Company’s new products are successful in the marketplace, changes in customers’ Medicare reimbursements, the success of realignment and

2

cost reduction activities previously announced, unanticipated legal factors or unfavorable legal results, including impacts of the KCI litigation, and compliance with certain regulations, certification requirements for new and existing products and the performance of the Company’s insurance investment portfolio. The Company assumes no obligation to update or revise any forward-looking statements. Readers should also refer to the various disclosures made by the Company in the Company’s periodic reports on Forms 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission.

Contacts:

Investors / Analysts: Mark R. Lanning, Vice President and Treasurer, (812) 934-7256; News Media: Christopher P. Feeney, Director, Public Affairs & Corporate Communications, (812) 934-8197; both of Hillenbrand Industries, Inc. www.hillenbrand.com

3 EX-99.2 6 c73303exv99w2.htm PRESS RELEASE

Exhibit 99.2

HILLENBRAND INDUSTRIES

Financial News Release

HILLENBRAND INDUSTRIES AMENDS REVOLVING
SENIOR CREDIT FACILITIES

BATESVILLE, INDIANA, THURSDAY, NOVEMBER 21, 2002 – Hillenbrand Industries, Inc. (NYSE:HB), a leader in the health care and funeral services industries, today announced amendments, effective November 20, 2002, to previously secured revolving senior credit facilities totaling $500 million. The credit facilities were completed on August 2, 2002, to finance acquisitions, for working capital and capital expenditures, and for other general corporate purposes. The recent amendments provide the Company with additional flexibility to fully utilize the credit facilities for the foregoing purposes or any bonding required as part of its current litigation with Kinetic Concepts Inc. (KCI).

Banc of America Securities LLC and Salomon Smith Barney Inc. serve as joint lead arrangers and joint book runners. Bank of America, N.A. serves as Administrative Agent and Citicorp USA, Inc. serves as syndication agent. Bank One Corporation, LaSalle Bank National Association, and UBS AG, Stamford Branch serve as documentation agents. The two credit facilities consist of a $250 million 364-day revolving credit facility and a $250 million three-year revolving credit facility.

About Hillenbrand Industries Inc.

Hillenbrand Industries, Inc., headquartered in Batesville, Indiana, is a publicly traded holding company for three major wholly owned businesses serving the funeral services and health care industries. All three subsidiaries have headquarters in Batesville, Indiana.

Hillenbrand Industries’ Health Care Group consists of Hill-Rom Company, a recognized leader in the worldwide health care community providing sales, rentals, service and support for products including beds, therapy surfaces, stretchers, infant warmers, incubators, furniture, communication systems, surgical columns, medical gas management systems, and modular headwall systems.

The Company’s Funeral Services Group consists of two businesses: Batesville Casket Company, the leading manufacturer and supplier of burial caskets, cremation products and related services to licensed funeral homes; and Forethought Financial Services, the leading provider of insurance and trust-based financial products and services for pre-planning funeral services.

Disclosure Regarding Forward-Looking Statements:

Certain statements in this press release contain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, regarding the Company’s future plans, objectives, beliefs, expectations, representations and projections. The Company has tried, wherever possible, to identify these forward-looking statements by using words such as “leader,” “acquisitions,” “additional,” “flexibility,” and “fully” but their absence does not mean that the statement is not forward-looking. Forward-looking statements include those regarding financing acquisitions, additional flexibility to fully utilize the credit facilities, or any bonding

1

required as part of litigation. It is important to note that the Company’s actual results could differ materially from those in any such forward-looking statements. They are not guarantees of future performance. Factors that could cause actual results to differ include but are not limited to: the general business and economic conditions of the Company’s customers, changes in death rates, whether the Company’s new products are successful in the marketplace, changes in customers’ Medicare reimbursements, the success of realignment and cost reduction activities previously announced, unanticipated legal factors or unfavorable legal results, including impacts of the KCI litigation, and compliance with certain regulations, certification requirements for new and existing products and the performance of the Company’s insurance investment portfolio. The Company assumes no obligation to update or revise any forward-looking statements. Readers should also refer to the various disclosures made by the Company in the Company’s periodic reports on Forms 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission.

Contacts:

Investor Relations: Mark R. Lanning, Vice President and Treasurer, (812) 934-7256; News Media: Christopher P. Feeney, Director, Public Affairs & Corporate Communications, (812) 934-8197, both of Hillenbrand Industries Inc. www.hillenbrand.com

###

2 -----END PRIVACY-ENHANCED MESSAGE-----

EX-10.15

First Amendment to 364-Day Credit Agreement

EX-10.16

First Amendment to Three-Year Credit Agreement

EX-99.1

Press Release

EX-99.2

Press Release