-----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, TRaiSlWB54RfVkwQKXRxpS4I45vi7PZ1AhFdrh8LAqykdPOH1XlXP0f2zQkXkJpB oNAa8ymcLs6sr7CLnVrMwg== 0001068800-02-000258.txt : 20020919 0001068800-02-000258.hdr.sgml : 20020919 20020919094113 ACCESSION NUMBER: 0001068800-02-000258 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020917 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20020919 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: 02767375 BUSINESS ADDRESS: STREET 1: 1800 GARDNER EXPRESSWAY STREET 2: P O BOX 528 CITY: QUINCY STATE: IL ZIP: 62301 BUSINESS PHONE: 2172225400 MAIL ADDRESS: STREET 1: 1800 GARDNER EXPRESSWAY STREET 2: P O BOX 528 CITY: QUINCY STATE: IL ZIP: 62301 FORMER COMPANY: FORMER CONFORMED NAME: GARDNER DENVER MACHINERY INC DATE OF NAME CHANGE: 19931221 8-K 1 sept17.txt GARDNER DENVER, INC. FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): September 17, 2002 GARDNER DENVER, INC. (Exact name of Registrant as Specified in its Charter) DELAWARE 1-13215 76-0419383 (State or Other Jurisdiction of (Commission (I.R.S. Employer Incorporation or Organization) File Number) Identification No.) 1800 GARDNER EXPRESSWAY QUINCY, ILLINOIS 62301 (Address of Principal Executive Offices and Zip Code) (217) 222-5400 (Registrant's Telephone Number, Including Area Code) ITEM 7. EXHIBITS. 99.1 Press Release dated September 17, 2002. ITEM 9. REGULATION FD DISCLOSURE. Atchison Casting Corporation, through its foundry in LaGrange, Missouri, is Gardner Denver, Inc.'s largest supplier of iron castings. The potential sale or closure of the LaGrange foundry was disclosed in Gardner Denver's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 13, 2002. On September 17, 2002, Gardner Denver issued a press release with respect to Atchison's planned downsizing of the LaGrange foundry. This press release also separately provided Gardner Denver's updated earnings guidance for the quarter ended September 30, 2002, as a result of lower demand than previously anticipated. A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated herein by this reference. - 2 - 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 thereunto duly authorized. GARDNER DENVER, INC. Date: September 19, 2002 By: /s/Ross J. Centanni ---------------------------------------- Ross J. Centanni Chairman, President & CEO Date: September 19, 2002 By: /s/Philip R. Roth ---------------------------------------- Philip R. Roth Vice President, Finance & CFO Date: September 19, 2002 By: /s/Daniel C. Rizzo, Jr. ---------------------------------------- Daniel C. Rizzo, Jr. Vice President and Corporate Controller (Chief Accounting Officer) - 3 - EX-99.1 3 exh99p1.txt PRESS RELEASE Exhibit 99.1 [Gardner Denver Logo] ============================================================================ PRESS RELEASE ============================================================================ FOR IMMEDIATE RELEASE - --------------------- September 17, 2002 Contact: Helen W. Cornell Vice President, Strategic Planning and Operations Support (217) 228-8209 GARDNER DENVER, INC. ANNOUNCES DOWNSIZING OF KEY CASTING SUPPLIER QUINCY, IL, (September 17, 2002) - Gardner Denver, Inc. (NYSE:GDI) announced today that, over the next 60 days, its largest supplier of iron castings, Atchison Casting Corporation, intends to downsize its LaGrange, Missouri foundry, ceasing production and focusing the facility on pattern repair, maintenance and storage. As previously disclosed by Gardner Denver in its most recent quarterly report filed with the SEC on Form 10-Q, Atchison had informed the Company of its intention to sell or, if a sale was not consummated, to potentially close the LaGrange Foundry. Atchison utilizes this foundry to meet its casting supply commitments to Gardner Denver. The LaGrange Foundry was previously owned by Gardner Denver and was sold to Atchison in 1995. As part of the sale agreement, the Company entered into a five-year agreement for the supply of certain cast iron products from the LaGrange Foundry. Since the expiration of the agreement in 2000, Gardner Denver has entered into more favorable arrangements for some of these castings from other suppliers, as part of ongoing material cost reduction initiatives. In the process, the Company has achieved significant cost reductions and diminished its reliance on the LaGrange Foundry. Nevertheless, it remains the Company's largest supplier of castings. The Company does not anticipate that the downsizing of the LaGrange Foundry will materially impact its long-term financial performance. During the downsizing period, however, Gardner Denver will be required to secure alternative supply sources over a short-term transition period. Management is assessing the impact on the Company's future financial performance as Atchison clarifies its delivery commitments. A negative impact on the Company's financial performance is anticipated in the short-term, primarily in the fourth quarter of 2002 and the first quarter of 2003, as alternative supply sources are secured. A previously developed contingency plan, designed to mitigate the severity of the impact on the operations relying on this supplier, has been implemented. However, the ultimate success of this plan and the near-term impact on the Company's financial results will depend in large part on the skill, commitment and availability of alternate suppliers and the Company's ability to effectively manage the transition. The impact on the Company's financial performance in the three-month period that will end on September 30, 2002, as a result of this supply disruption, is not anticipated to be significant. However, as a result of lower demand than previously anticipated, the Company has lowered its earnings expectations for the third quarter of 2002 and currently anticipates that diluted earnings per share will be in the range of $0.30 to $0.35 for the three-month period, as compared to earlier expectations of $0.33 to $0.39. Gardner Denver, with 2001 revenues of $420 million, is a leading manufacturer of reciprocating, rotary and vane compressors and blowers for various industrial applications and pumps used in the petroleum and industrial markets. Gardner Denver's news releases are available by facsimile (800-758-5804, extension 303875) or by visiting the Company's website (www.gardnerdenver.com). --------------------- 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 and expectations and beliefs relating to matters that are not historical in nature. Such forward-looking statements are subject to uncertainties and factors relating to Gardner Denver's operations and business environment, all of which are difficult to predict and many of which are beyond the control of the Company. These uncertainties and factors could cause actual results to differ materially from those matters expressed in or implied by such forward-looking statements. A list, and related discussion, of these uncertainties and factors is contained in Gardner Denver's Form 10-Q filed with the Securities and Exchange Commission on August 13, 2002 and is incorporated herein by this reference. ### -----END PRIVACY-ENHANCED MESSAGE-----