0000950123-11-029226.txt : 20110325 0000950123-11-029226.hdr.sgml : 20110325 20110325162146 ACCESSION NUMBER: 0000950123-11-029226 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20110323 ITEM INFORMATION: Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110325 DATE AS OF CHANGE: 20110325 FILER: 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 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13215 FILM NUMBER: 11712719 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 8-K 1 c63669e8vk.htm FORM 8-K e8vk
 
 
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): March 23, 2011
 
Gardner Denver, Inc.
(Exact name of registrant as specified in its charter)
 
         
Delaware
(State or other jurisdiction
of incorporation)
  1-13215
(Commission File Number)
  76-0419383
(IRS Employer
Identification No.)
     
1500 Liberty Ridge Drive, Suite 3000
Wayne, PA
(Address of Principal Executive Offices)
  19087
(Zip Code)
(610) 249-2000
(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))
 
 

 


 

Item 2.04   Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
On March 23, 2011, Gardner Denver, Inc. (the “Company”) announced that it has issued a notice to redeem all $125,000,000 in aggregate principal amount of its outstanding 8% Senior Subordinated Notes due 2013 (the “Notes”), on May 2, 2011. The Notes will be redeemed at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the date of redemption. The Notes were issued pursuant to the Indenture (the “Indenture”), dated as of May 4, 2005, by and among the Company, the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York Trust Company, N.A.), a national banking association. The Notes will be redeemed in accordance with the terms of the Indenture. The Company plans to finance the redemption using available cash and borrowings under its revolving credit facility.
The Company’s press release announcing the redemption of the Notes is attached hereto as Exhibit 99.1.
Item 9.01   Financial Statements and Exhibits
     
Exhibit 99.1  
Gardner Denver, Inc. Press Release dated March 23, 2011

 


 

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.
         
  GARDNER DENVER, INC.
 
 
Date: March 25, 2011  By:   /s/ Brent A. Walters    
    Brent A. Walters   
    Vice President, General Counsel, Chief Compliance Officer & Secretary   

 


 

         
EXHIBIT INDEX
     
Exhibit    
Number   Description of Exhibits
99.1  
Gardner Denver, Inc. Press Release dated March 23, 2011

 

EX-99.1 2 c63669exv99w1.htm EX-99.1 exv99w1
Exhibit 99.1
LOGO
PRESS RELEASE
FOR IMMEDIATE RELEASE
     
March 23, 2011
  Contact: Michael M. Larsen
 
  Vice President and CFO
 
  (610) 249-2002
GARDNER DENVER, INC. ANNOUNCES REDEMPTION OF ITS 8% SENIOR
SUBORDINATED NOTES DUE 2013
WAYNE, PA March 23, 2011 — Gardner Denver, Inc. (NYSE: GDI) announced today that it has issued a notice to redeem all $125,000,000 in aggregate principal amount of its outstanding 8% Senior Subordinated Notes due 2013 (the “Notes”). The Notes will be redeemed on May 2, 2011 at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the date of redemption. Gardner Denver, Inc. plans to finance the redemption using available cash and borrowings under its revolving credit facility.
A Notice of Redemption, which more fully describes the terms and conditions of redemption or conversion, is being sent to all registered holders of the Notes. Questions relating to, and requests for copies of, the Notice of Redemption should be directed to The Bank of New York Mellon Trust Company, N.A., the trustee and paying agent with respect to the Notes, at 111 Sanders Creek Parkway, East Syracuse, New York 13057, Attn: Debt Processing Group, or by phone at (800) 254-2826.
Gardner Denver, Inc., with 2010 revenues of approximately $1.9 billion, is a leading worldwide manufacturer of highly engineered products, including compressors, liquid ring pumps and blowers for various industrial, medical, environmental, transportation and process applications, pumps used in the petroleum and industrial market segments and other fluid transfer equipment, such as loading arms and dry break couplers, serving chemical, petroleum and food industries. Gardner Denver’s news releases are available by visiting the Investors section on the Company’s website (www.GardnerDenver.com).
Cautionary Statement Regarding Forward-Looking Statements
All of the statements in this release, other than historical facts, are forward-looking statements made in reliance upon the safe harbor of the Private Securities Litigation Reform Act of 1995. As a general matter, forward-looking statements are those focused upon anticipated events or trends, expectations, and beliefs relating to matters that are not historical in nature. Such forward-looking statements are subject to uncertainties and factors relating to the Company’s operations and business environment, all of which are difficult to predict and many of which are beyond the control of the Company. The actual future performance of the Company could differ materially from such statements. Risks that could cause results to differ materially from those matters expressed in or implied by such forward-looking statements are set forth under “Risk Factors” in the Company’s Form 10-K for the fiscal year ended December 31, 2010. The Company does not undertake, and hereby disclaims, any duty to update these forward-looking statements, although its situation and circumstances may change in the future.

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