-----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, TJuC18ImsShjksNNqLlDH43y+T7Abl1zf3cn0W6XG6VNB86X6X2I15iKQr0KlezA WKvt8piu0KWWaLDKatbuXA== 0000950137-06-005267.txt : 20060502 0000950137-06-005267.hdr.sgml : 20060502 20060502170521 ACCESSION NUMBER: 0000950137-06-005267 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060501 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060502 DATE AS OF CHANGE: 20060502 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LINDSAY MANUFACTURING CO CENTRAL INDEX KEY: 0000836157 STANDARD INDUSTRIAL CLASSIFICATION: FARM MACHINERY & EQUIPMENT [3523] IRS NUMBER: 470554096 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13419 FILM NUMBER: 06800318 BUSINESS ADDRESS: STREET 1: 2707 NORTH 108TH STREET STE 102 CITY: OMAHA STATE: NE ZIP: 68644 BUSINESS PHONE: 4024282131 MAIL ADDRESS: STREET 1: 2707 NORTH 108TH STREET STE 102 CITY: OMAHA STATE: NE ZIP: 68644 8-K 1 c04921e8vk.txt CURRENT REPORT 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): May 1, 2006 LINDSAY MANUFACTURING CO. ------------------------- (Exact name of registrant as specified in its charter) Delaware 1-13419 47-0554096 --------------------------- ---------------------------------- ------------------------------------ (State of Incorporation) (Commission File Number) (IRS Employer Identification Number)
2707 North 108th Street Suite 102 Omaha, Nebraska 68164 --------------------------------------------- ----------------- (Address of principal executive offices) (Zip Code)
(402) 428-2131 --------------------------------------------------- (Registrant's telephone number, including area code) Not applicable --------------------------------------------------- (Former name or former address, if changed since last report) 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: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On May 1, 2006 Lindsay Manufacturing Co. (the "Company") and a new wholly owned subsidiary of the Company entered into an agreement and plan of merger (the "Merger Agreement") with Barrier Systems Inc. ("BSI"), which will result in the Company owning all of the outstanding capital stock of BSI at closing. BSI is a California corporation engaged in the manufacture of specialty roadway barriers and traffic flow products that are used to reduce traffic congestion and enhance safety. The new wholly owned subsidiary will be merged with and into BSI. Under the terms of the Merger Agreement, the Company agreed to pay $35,000,000 in cash to acquire all of the outstanding stock of BSI, subject to a post-closing net asset adjustment. The merger consideration will be used to repay all funded debt of BSI and its transaction expenses, with the remainder being paid to shareholders and option holders of BSI. The Merger Agreement provides that $3,500,000 of the consideration will be held in escrow to secure the indemnification obligations of the shareholders and option holders of BSI. The Company intends to fund the payment of the merger consideration using a mix of its own working capital and borrowed funds. The terms of the Merger Agreement were determined on the basis of arm's-length negotiations. In the ordinary course of business, the Company has supplied components used by BSI in its manufacturing process. The Company does not consider this a material relationship and no other relationships exists between the Company and BSI or its shareholders. The Merger Agreement provides for customary representations, warranties and covenants by the Company and BSI and is subject to customary closing conditions, including approval by the shareholders of BSI. The Company expects the transaction to close within the next 45 days. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS 99.1 Press Release, dated May 2, 2006, issued by the Company 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. Dated: May 2, 2006 LINDSAY MANUFACTURING CO. By: /s/ David Downing --------------------------------- David Downing, Vice President and Chief Financial Officer EX-99.1 2 c04921exv99w1.txt PRESS RELEASE . . . EXHIBIT 99.1 [LINDSAY MANUFACTURING CO. LOGO] 2707 NO. 108TH ST. OMAHA, NE 68164 TEL: 402-829-6800 FAX: 402-829-6835 =======================================================================================================
FOR FURTHER INFORMATION, CONTACT: LINDSAY MANUFACTURING: HALLIBURTON INVESTOR RELATIONS: David Downing Jeff Elliott or Geralyn DeBusk VP and CFO 972-458-8000 402-827-6235 LINDSAY MANUFACTURING CO. TO ACQUIRE BARRIER SYSTEMS INC. Omaha, Nebraska--May 2, 2006--Lindsay Manufacturing Co. (NYSE: LNN) today announced that it has formed a new wholly owned subsidiary of the Company and entered into an agreement and plan of merger with Barrier Systems Inc. ("BSI"), which will result in the Company owning all of the outstanding capital stock of BSI at closing. BSI is a privately held California corporation engaged in the manufacture of specialty roadway barriers and crash cushion products that are used to reduce traffic congestion and enhance highway safety. The new wholly owned subsidiary will be merged with and into BSI. Under the terms of the merger agreement, the Company agreed to pay $35 million in cash to acquire all of the outstanding stock of BSI, subject to a post-closing net asset adjustment. The merger consideration will be used to repay all funded debt of BSI and its transaction expenses, with the remainder being paid to shareholders and option holders of BSI. The merger agreement provides that $3.5 million of the consideration will be held in escrow to secure the indemnification obligations of the shareholders and option holders of BSI. The Company intends to fund the payment of the merger consideration from its own working capital and borrowed funds and expects the transaction to close within the next 45 days. "We are pleased to announce our entrance into the attractive highway infrastructure market," commented Rick Parod, Lindsay's president and chief executive officer. "We have a long relationship with Barrier Systems as a customer of our diversified manufacturing segment and have been impressed with the quality of the management team and the prospects for their future growth." Parod continued, "We believe that the acquisition of BSI is in accordance with our strategy for product line expansion in key growth markets and expect it to be accretive to earnings in our fiscal fourth quarter." The terms of the merger agreement were determined on the basis of arm's-length negotiations. In the ordinary course of business, the Company has supplied components used by BSI in its manufacturing process. The Company does not consider this a material relationship and no other relationships exist between the Company and BSI or its shareholders. The merger agreement provides for customary representations, warranties and covenants by the Company and BSI and is subject to customary closing conditions, including approval by the shareholders of BSI. ABOUT LINDSAY MANUFACTURING CO. Lindsay manufactures and markets Zimmatic, Greenfield, Stettyn and Perrot center pivot, lateral move and hose reel irrigation systems and GrowSmart controls, all of which are used by farmers to increase or stabilize crop production while conserving water, energy, and labor. The Company also produces large diameter steel tubing and provides outsourced manufacturing and production services for other companies. At April 6, 2006, Lindsay had approximately 11.5 million shares outstanding, which are traded on the New York Stock Exchange under the symbol LNN. More information on the Company can be found at www.lindsaymanufacturing.com. ABOUT BARRIER SYSTEMS INC. Founded in 1984 and headquartered in Rio Vista, California, BSI manufactures and markets movable barriers for flexibly adding lanes during rush hour to reduce traffic congestion, improve safety and increase traffic throughput. The company also produces crash cushions and specialty barriers to improve motorist and highway worker safety. More information on the company can be found at www.barriersystemsinc.com. CONCERNING FORWARD-LOOKING STATEMENTS This release contains forward-looking statements that are subject to risks and uncertainties and which reflect management's current beliefs and estimates of future economic circumstances, industry conditions, Company performance and financial results and the likelihood of closing the transactions contemplated by the Merger Agreement. Forward-looking statements include the information concerning possible or assumed future results of operations of the Company and those statements preceded by, followed by or including the words "expectation," "outlook," "could," "may," "should," or similar expressions. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. -----END PRIVACY-ENHANCED MESSAGE-----