-----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, FrtJsxlXguKI5Ge8bjhexyr9VZTiBQ4OfNDQsQ4YyAHssfUxZpPu4UUs2OEQp1Ga J6aSRlYeae5mHnhOfoY7Hg== 0001068800-05-000667.txt : 20051103 0001068800-05-000667.hdr.sgml : 20051103 20051103162948 ACCESSION NUMBER: 0001068800-05-000667 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051103 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051103 DATE AS OF CHANGE: 20051103 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: 051177338 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 gard8k.txt 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) November 3, 2005 Gardner Denver, Inc. ------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware 1-13215 76-0419383 -------------------- --------------- ----------------------- (State or Other (Commission (IRS Employer Jurisdiction of File Number) Identification No.) Incorporation) 1800 Gardner Expressway 62305 Quincy, Illinois -------------- ----------------------------------------------- (Zip Code) (Address of Principal Executive Offices) (217) 222-5400 ------------------------------------------ (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): [ ] 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 7.01 REGULATION FD DISCLOSURE On November 3, 2005, Gardner Denver, Inc. (the "Company") issued a press release announcing the completion of its exchange of $125 million 8% Senior Subordinated Notes due 2013, which are registered under the Securities Act of 1933 (the "Securities Act"), for $125 million of its outstanding 8% Senior Subordinated Notes due 2013, which were issued in a private placement in May 2005. A copy of this press release is furnished with this report as Exhibit 99.1 and incorporated by reference herein. The information in this Item 7.01 and the exhibit attached hereto shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section, nor shall such information or exhibit be deemed incorporated by reference in any filing under the Securities Act or Exchange Act, except as shall be expressly set forth by specific reference in such a filing. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits Exhibit Number Description of Exhibit 99.1 Gardner Denver, Inc. Press Release dated November 3, 2005 announcing completion of exchange of its 8% Senior Subordinated Notes due 2013. - 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: November 3, 2005 By: /s/ Tracy D. Pagliara ------------------------------- Tracy D. Pagliara Vice President, Administration, General Counsel and Secretary - 3 - EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 Gardner Denver, Inc. Press Release dated November 3, 2005 announcing completion of exchange of its 8% Senior Subordinated Notes due 2013. - 4 - EX-99.1 2 ex99p1.txt Exhibit 99.1 [GARDNER DENVER logo] ============================================================================ PRESS RELEASE ============================================================================ FOR IMMEDIATE RELEASE - --------------------- November 3, 2005 Contact: Helen W. Cornell Vice President, Finance and CFO (217) 228-8209 GARDNER DENVER, INC. ANNOUNCES COMPLETION OF EXCHANGE OF ITS 8% SENIOR SUBORDINATED NOTES DUE 2013 QUINCY, IL, (November 3, 2005) - Gardner Denver, Inc. (NYSE: GDI) announced that it has completed its exchange of $125 million 8% Senior Subordinated Notes due 2013 which are registered under the Securities Act of 1933 for $125 million of its outstanding 8% Senior Subordinated Notes due 2013, which were issued in a private placement in May 2005. All outstanding Notes were exchanged. Gardner Denver, with 2004 revenues of $740 million ($1,306 million on a pro forma basis including the acquisitions of Nash Elmo and Thomas Industries, which were completed in September 2004 and July 2005, respectively), is a leading international manufacturer of reciprocating, rotary and vane compressors, liquid ring pumps and blowers for various industrial, medical, environmental and transportation applications, pumps used in the petroleum and industrial markets, and other fluid transfer equipment serving chemical, petroleum and food industries. Gardner Denver's news releases are available by visiting the Investor Relations page on the Company's website (www.gardnerdenver.com). -----END PRIVACY-ENHANCED MESSAGE-----