-----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, HnYV0qJm8jrw79DsX8gf2LgLk08GrWG0BIVeSNFkxsKdRxuWOa6E2reZwhy9YI+E Am9E01cpuxBPTF5nbNkt4A== 0000950152-05-000063.txt : 20050105 0000950152-05-000063.hdr.sgml : 20050105 20050105164452 ACCESSION NUMBER: 0000950152-05-000063 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050104 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050105 DATE AS OF CHANGE: 20050105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LINCOLN ELECTRIC HOLDINGS INC CENTRAL INDEX KEY: 0000059527 STANDARD INDUSTRIAL CLASSIFICATION: METALWORKING MACHINERY & EQUIPMENT [3540] IRS NUMBER: 340359955 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-01402 FILM NUMBER: 05513172 BUSINESS ADDRESS: STREET 1: 22801 ST CLAIR AVE CITY: CLEVELAND STATE: OH ZIP: 44117 BUSINESS PHONE: 2164818100 FORMER COMPANY: FORMER CONFORMED NAME: LINCOLN ELECTRIC CO DATE OF NAME CHANGE: 19920703 8-K 1 l11312ae8vk.htm LINCOLN ELECTRIC HOLDINGS, INC. 8-K Lincoln Electric Holdings, Inc. 8-K
Table of Contents



UNITED STATES
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): January 4, 2005

LINCOLN ELECTRIC HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

0-1402
(Commission File Number)

     
Ohio   34-1860551
(State or other jurisdiction
of incorporation)
  (I.R.S. Employer
Identification No.)

22801 St Clair Avenue
Cleveland, Ohio 44117

(Address of principal executive offices, with zip code)

(216) 481-8100
(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):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



 


TABLE OF CONTENTS

Item 7.01 Regulation FD Disclosure
Item 9.01 Financial Statements and Exhibits
SIGNATURES
INDEX TO EXHIBITS
EX-99.1 Press Release Dated January 4, 2005


Table of Contents

Item 7.01     Regulation FD Disclosure.
 
      On January 4, 2005, Lincoln Electric Holdings, Inc. (the “Company”) announced the execution of a letter of intent to acquire all of the outstanding stock of the J.W. Harris Co., Inc., a privately held brazing and soldering alloys manufacturer headquartered in Mason, Ohio. The transaction is subject to the completion of due diligence, Board approval of a definitive share purchase agreement, and regulatory approval. The acquisition is expected to close by the end of the 2005 first quarter. Terms were not disclosed. A copy of the Company’s press release issued on January 4, 2005 is attached hereto as Exhibit 99.1.
 
Item 9.01     Financial Statements and Exhibits.

  (c) Exhibits
 
  99.1   Press release dated January 4, 2005.

 


Table of Contents

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.
         
  LINCOLN ELECTRIC HOLDINGS, INC
 
 
Date: January 5, 2005  By:   /s/ Vincent K. Petrella    
    Vincent K. Petrella   
    Vice President, Chief Financial Officer
and Treasurer
 
 

 


Table of Contents

         

LINCOLN ELECTRIC HOLDINGS, INC.

INDEX TO EXHIBITS

     
Exhibit Number   Description
99.1
  Press release dated January 4, 2005.

 

EX-99.1 2 l11312aexv99w1.txt EX-99.1 PRESS RELEASE DATED JANUARY 4, 2005 EXHIBIT 99.1 Contact: Roy L. Morrow (216) 383-4893 Roy_Morrow@lincolnelectric.com LINCOLN ELECTRIC AGREES TO ACQUIRE J.W. HARRIS CO., INC. o ACQUISITION WOULD ADD LEADING POSITION IN BRAZING AND SOLDERING ALLOYS CLEVELAND, Ohio, U.S.A., January 4, 2005 -- Lincoln Electric Holdings, Inc. (Nasdaq: LECO) today announced that it has signed a letter of intent to acquire all of the outstanding stock of the J.W. Harris Co., Inc., a privately held brazing and soldering alloys manufacturer headquartered in Mason, Ohio. The transaction is subject to completion of due diligence, Board approval of a definitive share purchase agreement, and regulatory approval. The acquisition is expected to close by the end of the 2005 first quarter. Terms were not disclosed. Founded in 1914, the J.W. Harris Co., Inc., is a global leader in the production of brazing and soldering alloys and has 335 employees at manufacturing facilities in Ohio, Rhode Island and Mexico plus an international distribution center in Spain. The Company is the market leader in the United States for high-quality brazing alloys. Sales for the fiscal year ended September 24, 2004, were approximately $100 million. In making the announcement, John M. Stropki, Lincoln Electric Chairman and Chief Executive Officer, said: "The acquisition of Harris will establish Lincoln as a leader in a complementary metals-joining technology and will also expand our global product offerings sold through Lincoln's worldwide sales and distribution network." Lincoln Electric is the world leader in the design, development and manufacture of arc welding products, robotic arc-welding systems, plasma and oxyfuel cutting equipment. Headquartered in Cleveland, Ohio, Lincoln has operations, manufacturing alliances and joint ventures in 18 countries and a worldwide network of distributors and sales offices covering more than 160 countries. For more information about Lincoln Electric, its products and services, visit the Company's Web site at www.lincolnelectric.com. -more- -2- LINCOLN ELECTRIC AGREES TO ACQUIRE J.W. HARRIS CO., INC. The Company's expectations and beliefs concerning the future contained in this news release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements reflect management's current expectations and involve a number of risks and uncertainties. Actual results may differ materially from such statements due to a variety of factors that could adversely affect the Company's operating results. The factors include, but are not limited to: the effectiveness of operating initiatives; satisfactory completion of due diligence and definitive acquisition terms for the J.W. Harris Co., Inc. transaction, as well as the related regulatory approval; currency exchange and interest rates; adverse outcome of pending or potential litigation; possible acquisitions; the strength and duration of the increase in U.S. demand for the Company's products; market risks and price fluctuations related to the purchase of commodities and energy; and the possible effects of international terrorism and hostilities on the Company or its customers, suppliers and the economy in general. --2005--
-----END PRIVACY-ENHANCED MESSAGE-----