POS AM 1 a11-4796_2posam.htm POS AM

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

POST-EFFECTIVE AMENDMENT NO. 1

 

TO

 

FORM S-3

 

REGISTRATION STATEMENT

Under

The Securities Act of 1933

 


 

BALDOR ELECTRIC COMPANY

(Exact name of registrant as specified in its charter)

 


 

Missouri

(State or other jurisdiction of

incorporation or organization)

 

43-0168840

(I.R.S. Employer

Identification Number)

 

5711 R.S. Boreham, Jr. St.
Fort Smith, Arkansas  72901
(Address of principal executive offices)

 


 

George E. Moschner

Chief Financial Officer and Secretary

Baldor Electric Company

5711 R.S. Boreham, Jr. St.

Fort Smith, Arkansas 72901

(Name and address of agent for service)

 

Telephone number, including area code, of agent for service: (479) 646-4711

 


 

Copies to:

 

Thomas W. Christopher, Esq.
Christopher A. Kitchen, Esq.
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York  10022
(212) 446-4800

 


 

 

 



 

This Post-Effective Amendment No. 1 relates to Baldor Electric Company’s (the “Company”) Registration Statement on Form S-3 (Registration No. 333-139854), which was filed with the Securities and Exchange Commission and became effective on January 8, 2007 (the “Registration Statement”).  The Registration Statement registered certain: (i) shares of the Company’s common stock, par value $0.10 per share (“Common Stock”); (ii) common stock purchase rights (“Common Stock Purchase Rights”) (iii) shares of the Company’s preferred stock, par value $0.10 per share (“Preferred Stock”); (iv) debt securities (“Debt Securities”); and (v) guarantees of the Debt Securities (“Guarantees”).

 

On January 27, 2011 (the “Effective Time”), pursuant to an Agreement and Plan of Merger dated as of November 29, 2010, by and among the Company, ABB Ltd, a Swiss corporation (“Parent”), and Brock Acquisition Corporation, a Missouri corporation and a wholly-owned subsidiary of Parent (“Purchaser”), Purchaser merged with and into the Company with the Company being the surviving entity and becoming an indirect wholly owned subsidiary of Parent. At the Effective Time, all outstanding shares of the Company’s Common Stock (other than shares of Common Stock held in the Company’s treasury and those as to which a stockholder had properly perfected appraisal rights as of the Effective Time) were cancelled and converted into the right to receive $63.50 in cash.

 

All offerings of the Company’s Common Stock, Common Stock Purchase Rights, Preferred Stock, Debt Securities and Guarantees contemplated pursuant to all existing registration statements filed by the Company, including the Registration Statement, have been terminated.  Accordingly, the Company hereby removes and withdraws from registration all shares of Common Stock and Preferred Stock and all Common Stock Purchase Rights, Debt Securities, and Guarantees registered pursuant to the Registration Statement that remain unsold.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Smith, Arkansas, on this 1st day of February, 2011.

 

 

BALDOR ELECTRIC COMPANY

 

 

 

 

 

 

 

By:

/s/ George E. Moschner

 

Name:

George E. Moschner

 

Title:

Chief Financial Officer and Secretary

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 has been signed below by the following persons in the capacities indicated as of February 1, 2011.

 

/s/ Ronald E. Tucker

 

Chief Executive Officer

Ronald E. Tucker

 

(Principal Executive Officer)

 

 

 

 

 

 

/s/ George E. Moschner

 

Chief Financial Officer and Secretary (Principal

George E. Moschner

 

Financial Officer) (Principal Accounting Officer)

 

 

 

 

 

 

/s/ Diane de Saint Victor

 

 

Diane de Saint Victor

 

Director

 

 

 

 

 

 

/s/ Ulrich Spiesshofer

 

 

Ulrich Spiesshofer

 

Director

 

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