-----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, PXeEN0KU/sFps4CQzhRlxQSmJygnymc7gTAh4ww+4WjHyIoAqPSuFWI+befSUDTd VLwUvhWlCmIxapqIdm0TaQ== 0000950134-04-014520.txt : 20041005 0000950134-04-014520.hdr.sgml : 20041005 20041005070132 ACCESSION NUMBER: 0000950134-04-014520 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041005 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041005 DATE AS OF CHANGE: 20041005 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASV INC /MN/ CENTRAL INDEX KEY: 0000926763 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION MACHINERY & EQUIP [3531] IRS NUMBER: 411459569 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25620 FILM NUMBER: 041064254 BUSINESS ADDRESS: STREET 1: P O BOX 5160 STREET 2: 840 LILY LANE CITY: GRAND RAPIDS STATE: MN ZIP: 55744-5160 BUSINESS PHONE: 2183273434 MAIL ADDRESS: STREET 1: PO BOX 5160 STREET 2: 840 LILY LANE CITY: GRAND RAPIDS STATE: MN ZIP: 55744-5160 8-K 1 c88545e8vk.txt FORM 8-K ================================================================================ 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): October 5, 2004 A.S.V., INC. (Exact name of registrant as specified in its charter) Minnesota 0-25620 41-1459569 (State or other jurisdiction (Commission file number) (I.R.S. Employer of incorporation) Identification No.) 840 Lily Lane, Grand Rapids, Minnesota 55744 (Address of principal executive offices) Registrant's telephone number, including area code: (218) 327-3434 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 7.01. Regulation FD Disclosure On October 5, 2004, A.S.V., Inc. ("ASV") issued a press release disclosing it had competed its previously announced acquisition of Loegering Mfg. Inc. of Casselton, North Dakota in a merger transaction. ASV acquired all the outstanding shares of common stock of Loegering for $18,230,000 through the issuance of approximately 430,000 shares of ASV common stock valued at $14.75 million and cash of $3.48 million. Of the total ASV shares issued in the transaction, 130,699 shares will be registered for resale on a Form S-3 Registration Statement. Following completion of the transaction, Loegering became a wholly owned subsidiary of ASV. In a related transaction, ASV acquired real property representing Loegering's manufacturing facility from Loegering affiliates for $1.57 million in cash. For additional information, see the press release included as Exhibit 99 hereto. Item 9.01. Financial Statements and Exhibits. c. Exhibits Exhibit Description of Exhibit ------- ---------------------- 99 Press release dated October 5, 2004 SIGNATURE 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. Date: October 5, 2004 A.S.V., Inc. By: /s/ Gary Lemke ---------------------------- Its: Chief Executive Officer EXHIBIT INDEX Exhibit Description of Exhibit ------- ---------------------- 99 Press release dated October 5, 2004 EX-99.1 2 c88545exv99w1.txt PRESS RELEASE Exhibit 99 For more information Jay Lemke Carmichael Lynch Spong (612) 375-8529 jlemke@clynch.com ASV Completes Acquisition of Loegering Mfg. Inc. GRAND RAPIDS, MN (October 5, 2004) -- ASV Inc. (NASDAQ: ASVI) announced today that it has completed its previously announced acquisition of Loegering Mfg. Inc. of Casselton, North Dakota in a merger transaction. ASV acquired all the outstanding common stock of Loegering for $18,230,000 through the issuance of approximately 430,000 shares of ASV common stock valued at $14.75 million and cash of $3.48 million. Of the total ASV shares issued in the transaction, 130,699 shares will be registered for resale on a Form S-3 Registration Statement. Following completion of the transaction, Loegering became a wholly owned subsidiary of ASV. In a related transaction, ASV acquired real property representing Loegering's manufacturing facility from Loegering affiliates for $1.57 million. Loegering, a 33-year-old company, is the original manufacturer and a leader in over-the-tire steel tracks for wheeled skid-steers and also provides attachments for the skid-steer market. In addition, Loegering has developed new, proprietary technology -- the Versatile Track System(R) (VTS(R)) - -- a bolt on bolt off track system that will convert most skid-steers from wheels to rubber tracks. "We are pleased to complete the acquisition of Loegering," said ASV CEO Gary Lemke. "We are excited to work with our new partners at Loegering to help them roll out the VTS track system. We believe this product represents a significant opportunity in the rubber track marketplace. There are an estimated 500,000 wheeled skid-steers currently in service, the majority of which are candidates for the VTS track system. Loegering began distributing this product in the third quarter of 2004 and we hope to assist in increasing production and distribution of this unique proprietary product. For skid-steer owners who are not ready to buy a dedicated rubber track loader, the VTS(R) track system should provide many of the benefits of rubber track loaders. We see this system as a way to bring greater numbers of wheeled machine owners into the rubber track loader family, which should benefit both ASV and Loegering. Rubber track loaders represent one of the fastest-growing segments of the construction equipment market and have gained a strong foothold in the $2 billion skid-steer market." Loegering employs approximately 60 people at its facility in Casselton, near Fargo, ND. Loegering sells its track systems and attachments through over 800 independent dealers throughout North America. Speaking to the transaction, Loegering President Brad Williams said, "We are excited to partner with ASV, the leader in rubber track technology. With the backing of ASV, Loegering expects to be able to expand its production and distribution of the VTS track system to capitalize on the significant market potential we envision for this product." ASV intends to operate Loegering as a wholly owned subsidiary in its present location and facility in Casselton, ND. Loegering had sales of approximately $12 million in 2003. For the nine months ended September 30, 2004, Loegering had sales of approximately $10 million. ASV anticipates Loegering's sales will be in the range of $6-7.5 million for the fourth quarter of 2004. Based on the number of shares issued in the acquisition, ASV anticipates Loegering's results for the fourth quarter of 2004 will add two to four cents to ASV's anticipated fourth quarter earnings. ASV intends to provide further sales and earnings guidance when its third quarter results are announced, which is expected to occur on Tuesday, October 26. In summarizing the acquisition, Lemke said, "We believe Loegering is an excellent strategic fit for ASV. They have good people, good products, an extensive dealer network and a recognized name in our industry. We also believe there are synergies to be gained in the areas of marketing, distribution, purchasing and manufacturing. With the significant potential of their VTS track system, we expect Loegering will be an excellent platform to help ASV continue its history of innovative products and aggressive, profitable growth." About Loegering Loegering designs, manufactures and sells over-the-tire steel and rubber tracks and attachments for skid-steers from its manufacturing facility in Casselton, North Dakota for distribution in North America. For more information, visit Loegering's website at www.loegering.com About ASV ASV designs, manufactures and sells rubber track, all-purpose crawlers and related accessories and attachments. ASV also manufactures rubber track undercarriages, which are a primary component on Caterpillar's Multi Terrain Loaders. With its patented undercarriage technology, ASV leads all rubber track, all-purpose crawlers in technology and innovation. ASV's products are able to traverse nearly any terrain with minimal damage to the ground, making it effective in industries such as construction, landscaping and agriculture. For more information, visit ASV's website at www.asvi.com. Cautionary Statement Regarding Forward-Looking Statements The statements set forth above regarding the benefits of Loegering's products and technology, including its VTS track system, the effect of the proposed acquisition on ASV's financial results, Loegering's anticipated sales for 2004, the benefits of the proposed acquisition and ASV's marketing strategies are forward-looking statements based on current expectations and assumptions, and entail various risks and uncertainties that could cause actual results and events to differ materially from those expressed in such forward looking statements. Certain factors may affect whether these anticipated events occur, including the risks and uncertainties associated with successfully integrating the two companies; unanticipated delays, costs and expenses inherent in the development and marketing of new products and services; developments in the demand for each companies' products and services; relationships with major customers and suppliers; the ability to retain key personnel; the impact of governmental laws and regulations; competitive factors; and any future acts or threats of terrorism or war. Any forward-looking statements provided from time to time by the Company represent only management's then-best current estimate of future events, results or trends. Additional information regarding these risk factors and uncertainties that could cause actual results and events to differ materially from the Company's current expectations is detailed from time to time in the Company's SEC filings, including but not limited to, its report on Form 10-Q for the period ended June 30, 2004. ### -----END PRIVACY-ENHANCED MESSAGE-----