0000916459-13-000139.txt : 20130801
0000916459-13-000139.hdr.sgml : 20130801
20130801170443
ACCESSION NUMBER: 0000916459-13-000139
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20130730
FILED AS OF DATE: 20130801
DATE AS OF CHANGE: 20130801
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: GARDNER DENVER INC
CENTRAL INDEX KEY: 0000916459
STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT [3560]
IRS NUMBER: 760419383
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1500 LIBERTY RIDGE DRIVE, SUITE 3000
CITY: WAYNE
STATE: PA
ZIP: 19087
BUSINESS PHONE: 6102492000
MAIL ADDRESS:
STREET 1: 1500 LIBERTY RIDGE DRIVE, SUITE 3000
CITY: WAYNE
STATE: PA
ZIP: 19087
FORMER COMPANY:
FORMER CONFORMED NAME: GARDNER DENVER MACHINERY INC
DATE OF NAME CHANGE: 19931221
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ARNOLD MICHAEL C
CENTRAL INDEX KEY: 0001234013
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13215
FILM NUMBER: 131003382
MAIL ADDRESS:
STREET 1: C/O THE TIMKEN COMPANY
STREET 2: 1835 DUEBER AVE., S.W. P.O. BOX 6928
CITY: CANTON
STATE: OH
ZIP: 44706-0926
4
1
edgar.xml
PRIMARY DOCUMENT
X0306
4
2013-07-30
1
0000916459
GARDNER DENVER INC
GDI
0001234013
ARNOLD MICHAEL C
RYERSON, INC.
227 WEST MONROE, 27TH FLOOR
CHICAGO
IL
60606
1
0
0
0
Common Stock
2013-07-30
4
D
0
4400
D
0
I
The Michael C. Arnold Family Trust
Nonemployee Director Stock Option (Right-to-buy)
29.69
2013-07-30
4
D
0
3200
D
2014-07-27
Common Stock
3200
0
D
Nonemployee Director Stock Option (Right-to-buy)
49.30
2013-07-30
4
D
0
2500
D
2015-05-05
Common Stock
2500
0
D
Restricted Stock Units
2013-07-30
4
D
0
600
D
Common Stock
600
0
D
Restricted Stock Units
2013-07-30
4
D
0
1700
D
Common Stock
1700
0
D
Phantom Stock Units
2013-07-30
4
D
0
136.9
D
Common Stock
136.9
0
D
Disposed of pursuant to the Agreement and Plan of Merger, dated as of March 7, 2013, by and among Gardner Denver, Inc. (the "Company"), Renaissance Parent Corp. and Renaissance Acquisition Corp. (the "Merger Agreement") in exchange for a cash payment of $76.00 per share.
Options granted under the Company's Long-Term Incentive Plan, as amended, a Rule 16b-3 plan.
Pursuant to the Merger Agreement, each outstanding option, whether vested or unvested, was canceled and converted into the right to receive a cash payment representing the amount, if any, by which $76.00 exceeded the exercise price per share of common stock underlying each option.
Each restricted stock unit was the economic equivalent of one share of the Company's Common Stock.
Pursuant to the Merger Agreement, any vesting conditions or restrictions applicable to each Restricted Stock Unit lapsed as of the effective time of the merger and each Restricted Stock Unit was converted into the right to receive a cash payment of $76.00 for each share of common stock underlying a Restricted Stock Unit.
The security converts to common stock on a one-for-one basis.
The cash value of these units will be distributed to the director or beneficiary on the first day of the month following the date upon which the director ceases to be a director of the Company for any reason (unless otherwise elected by the director in accordance with the terms of the Phantom Plan).
Pursuant to the Merger Agreement, each phantom stock unit was converted into the right to receive a cash payment of $76.00 per phantom stock unit.
Brent A. Walters, Attorney-in-fact for Michael C. Arnold, pursuant to Power of Attorney dated November 13, 2009 and filed with the SEC on January 5, 2010.
/s/ Brent A. Walters, Attorney-in-fact
2013-08-01