-----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, OpsDIH/dfeZq+Hqpx24S1GMiy28VsG2hrqIEeHYbrYBRaLG2PEHoovbrB7iiG6Rp iPT+Z5A5nuIDVvIQUs7lww== /in/edgar/work/20000614/0000912057-00-028627/0000912057-00-028627.txt : 20000919 0000912057-00-028627.hdr.sgml : 20000919 ACCESSION NUMBER: 0000912057-00-028627 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000614 GROUP MEMBERS: INGERSOLL RAND CO GROUP MEMBERS: IR MERGER CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HUSSMANN INTERNATIONAL INC CENTRAL INDEX KEY: 0001046128 STANDARD INDUSTRIAL CLASSIFICATION: [3585 ] IRS NUMBER: 431791715 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-53593 FILM NUMBER: 655144 BUSINESS ADDRESS: STREET 1: 12999 ST CHARLES ROCK RD CITY: BRIDGETON STATE: MO ZIP: 63044-2483 BUSINESS PHONE: 3142912000 MAIL ADDRESS: STREET 1: 12999 ST CHARLES ROCK ROAD CITY: BRIDGETON STATE: M0 ZIP: 63044-2483 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INGERSOLL RAND CO CENTRAL INDEX KEY: 0000050485 STANDARD INDUSTRIAL CLASSIFICATION: [3560 ] IRS NUMBER: 135156640 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 200 CHESTNUT RIDGE RD STREET 2: PO BOX 8738 CITY: WOODCLIFF LAKE STATE: NJ ZIP: 07675 BUSINESS PHONE: 2015730123 MAIL ADDRESS: STREET 1: 200 CHESTNUT RIDGE ROAD CITY: WOODCLIFF LAKE STATE: NJ ZIP: 07675 SC TO-T/A 1 scto-ta.txt SC TO-T/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------- SCHEDULE TO/A Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 --------------------------- FINAL AMENDMENT Hussmann International, Inc. (Name of Subject Company) --------------------------- Ingersoll-Rand Company and IR Merger Corporation (Names of Filing Persons ("Offerors")) Common Stock, par value $.001 per share (Title of Class of Securities) 448110106 (CUSIP Number of Class of Securities) --------------------------- Patricia Nachtigal, Esq. Vice President and General Counsel Ingersoll-Rand Company World Headquarters 200 Chestnut Ridge Road Woodcliff Lake, New Jersey 07675 (201) 573-0123 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) --------------------------- Copy to: James M. Cotter, Esq. Mario A. Ponce, Esq. Simpson Thacher & Bartlett 425 Lexington Avenue New York, New York 10017-3954 (212) 455-2000 CALCULATION OF FILING FEE - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
TRANSACTION VALUATION* AMOUNT OF FILING FEE ---------------------- -------------------- $1,552,358,487 $310,471.70
================================================================================ * Based on the offer to purchase all of the outstanding shares of Common Stock of the Subject Company at $29.00 cash per share and 50,593,522 shares of Common Stock outstanding as of May 8, 2000 and 2,936,081 shares of Common Stock represented by currently exercisable stock options. 2 /X/ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $311,193.36 Form or Registration No: Schedule TO Filing Party: Ingersoll-Rand Company and IR Merger Corporation Date Filed: May 16, 2000 / / Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: /X/ third-party tender offer subject to Rule 14d-1. / / issuer tender offer subject to Rule 13e-4. / / going-private transaction subject to Rule 13e-3. / / amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: /X/ - -------------------------------------------------------------------------------- 3 This Final Amendment amends and supplements the Tender Offer Statement on Schedule TO (as amended, the "Schedule TO") filed on May 16, 2000 and amended by Amendment No. 1 thereto filed on May 30, 2000, Amendment No. 2 thereto filed on June 6, 2000 and Amendment No. 3 thereto filed on June 13, 2000 relating to the offer by IR Merger Corporation (the "Purchaser"), a Delaware corporation, and a wholly-owned subsidiary of Ingersoll-Rand Company ("Parent"), a New Jersey corporation, to purchase all of the issued and outstanding shares of common stock, par value $.001 per share (the "Common Stock"), of Hussmann International, Inc. (the "Company"), a Delaware corporation, including the associated preferred stock purchase rights issued pursuant to the Amended and Restated Rights Agreement, dated as of July 15, 1999, by and between the Company and First Chicago Trust Company of New York, as Rights Agent (together with the Common Stock, the "Shares"), at a price of $29.00 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 16, 2000 (the "Offer to Purchase"), and in the related Letter of Transmittal (which, as they may be amended and supplemented from time to time, together constitute the "Offer"). All capitalized terms used herein and not defined herein shall have the meanings set forth in the Offer to Purchase. ITEMS 1 THROUGH 9 AND 11. Items 1 through 9 and 11 of the Schedule TO are hereby amended and supplemented as follows: At 12:00 Midnight, New York City Time, on Tuesday, June 13, 2000, the Offer expired. Based on the information provided by the Depositary, approximately 47,795,048 Shares (which number includes approximately 1,616,010 Shares subject to guarantee of delivery), representing in excess of 93% of the outstanding Shares, were validly tendered and not properly withdrawn pursuant to the Offer. The Purchaser has accepted for payment, and has notified the Depositary to promptly pay for, the tendered and accepted Shares at the purchase price of $29.00 per Share in cash. Pursuant to the Merger Agreement, the Purchaser intends to merge itself with and into the Company in accordance with the General Corporation Law of the state of Delaware (the "DGCL") as promptly as practicable. As a result of the Merger, the Company will become a wholly-owned subsidiary of Parent and each outstanding Share (other than Shares held by the Company or by Parent other than Shares in accounts beneficially owned by third parties, which will automatically be cancelled and will cease to exist and no cash or other consideration will be delivered or deliverable in exchange therefor, and other Shares, if any, held by Holders who have not voted such Shares in favor of the Merger and who have perfected their appraisal rights under the DGCL) will be canceled, extinguished and converted into the right to receive $29.00 per Share in cash, without interest thereon, less any applicable withholding taxes. The consummation of the Offer was publicly announced in a press release issued by Parent on June 14, 2000 a copy of which is filed as Exhibit (a)(14) hereto and incorporated herein by reference. ITEM 12. EXHIBITS. A copy of the press release, dated June 14, 2000, announcing the consummation of the Merger is attached hereto as Exhibit (a)(14) and is incorporated herein by reference. Item 12 of the Schedule TO is hereby amended and supplemented as follows: Exhibit (a)(14) Press Release issued by Ingersoll-Rand Company, dated June 14, 2000, announcing the consummation of the Merger. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: June 14, 2000 Ingersoll-Rand Company By: /S/ PATRICIA NACHTIGAL -------------------------------------- Name: Patricia Nachtigal Title: Vice President and General Counsel Dated: June 14, 2000 IR Merger Corporation By: /S/ PATRICIA NACHTIGAL -------------------------------------- Name: Patricia Nachtigal Title: Vice President and Assistant Secretary EX-99.(A)14 2 ex-99_a14.txt EXHIBIT 99.(A)14 Exhibit 99.(a)14 Contact:Paul Dickard (Media Contact) (201) 573-3120 Joseph Fimbianti (Analyst Contact) (201) 573-3113 INGERSOLL-RAND SUCCESSFULLY COMPLETES CASH TENDER OFFER AND ACQUIRES IN EXCESS OF 93% OF THE SHARES OF HUSSMANN INTERNATIONAL Woodcliff Lake, N. J., June 14, 2000 - Ingersoll-Rand Company (NYSE: IR) today announced that its cash offer for all outstanding shares of common stock of Hussmann International, Inc., expired, as scheduled, at 12:00 midnight, New York City time on Tuesday, June 13, 2000. IR, through its subsidiary making the offer, IR Merger Corporation, has accepted for purchase all shares validly tendered and not properly withdrawn prior to the expiration of the offer. The acceptance of these shares in the tender offer results in IR's ownership of in excess of 93% (including shares subject to guaranteed deliveries) of Hussmann's outstanding common stock. In the second step of the acquisition, IR Merger Corporation will be merged with and into Hussmann and each share not previously purchased in the tender offer will be converted, subject to appraisal rights, into the right to receive $29.00 in cash. The merger will be completed as soon as practicable. "We are pleased that Hussmann has joined the IR family," said Herbert L. Henkel, chairman, president and chief executive officer. "The addition of Hussmann's world leading business represents a significant event in the continuing transformation of IR as a diversified industrial company." As previously stated when the transaction was announced on May 12, 2000, the transaction is valued at approximately $1.83 billion, including the assumption of approximately $275 million of debt. IR expects the acquisition to be immediately accretive to earnings per share by two to five cents for the year ending December 31, 2000, and by 15 to 20 cents in 2001, the first full year of combined operations. In addition, the company expects to achieve a return on invested capital of 15% from this transaction by 2004. - more - 2 Based just outside of St. Louis in Bridgeton, Missouri, Hussmann is the world's leading manufacturer of merchandising and commercial refrigeration systems for the global food industry with 1999 sales of $1.3 billion. "The acquisition of Hussmann International significantly expands IR's presence in climate control, which is one of our four key global growth sectors," said Henkel. "The combination of our existing Thermo King solution set for refrigerated food transport with the Hussmann product range creates a one-stop resource in the $25 billion global `cold chain' that can provide products and services for the storage, transportation and retailing of food. In addition, Hussmann's extensive international manufacturing assets provide the capacity to serve the growing European, Asian and Latin American markets. On a combined basis, our Climate Control Sector will have revenues of approximately $2.8 billion by 2001." In conjunction with the completion of the acquisition of Hussmann, IR announced that Gordon A. Mapp, a vice president of IR, has been named president of the Climate Control Sector. Mapp most recently was president of IR's Air Solutions business unit. Before that, he was vice president and general manager, North American Division, for Thermo King. "Gordon's strong record of success in the climate control market combined with his extensive operations and international experience makes him ideally suited to assume the leadership role of this cornerstone business sector for IR," said Henkel. "In addition, I am pleased to note that J. Larry Vowell will remain as president and chief executive officer of Hussmann until his planned retirement at the end of the year." IR is a major diversified industrial equipment and components manufacturer serving the global growth markets of Climate Control, Industrial Productivity, Infrastructure Development and Security and Safety. Further information on IR can be found on the company's World Wide Web site at WWW.INGERSOLL-RAND.COM. This news release includes "forward-looking statements" that involve risks and uncertainties. Political, economic, climatic, currency, tax, regulatory, technological, competitive and other factors could cause actual results to differ materially from those anticipated in the forward-looking statements. Additional information regarding these risk factors and uncertainties is detailed from time to time in the company's SEC filings, including but not limited to its report on Form 10-Q for the quarter ended March 30, 2000. # # # -----END PRIVACY-ENHANCED MESSAGE-----