-----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, TPGj6Ixg6tZlUa4MYP4r7darCMEzFLLbCek9al32Ptu0h9zWgVW0NdGd2djIq32f 10cEEWKvBLLiifIdNyIR4Q== 0001193125-07-006136.txt : 20070112 0001193125-07-006136.hdr.sgml : 20070112 20070112171733 ACCESSION NUMBER: 0001193125-07-006136 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070109 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070112 DATE AS OF CHANGE: 20070112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BALDOR ELECTRIC CO CENTRAL INDEX KEY: 0000009342 STANDARD INDUSTRIAL CLASSIFICATION: MOTORS & GENERATORS [3621] IRS NUMBER: 430168840 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07284 FILM NUMBER: 07529472 BUSINESS ADDRESS: STREET 1: 5711 R S BOREHAM JR ST STREET 2: P O BOX 2400 CITY: FORT SMITH STATE: AR ZIP: 72902-2400 BUSINESS PHONE: 5016464711 8-K 1 d8k.htm FORM 8-K Form 8-K

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) January 9, 2007

 


Baldor Electric Company

Exact name of registrant as specified in its charter

 


 

Missouri   01-07284   43-0168840

State or other jurisdiction

of incorporation

  Commission File Number  

IRS Employer

Identification No

 

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

479-646-4711

Registrant’s telephone number, including area code

N/A

Former name or former address, if changed since last report

 


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 8.01 Other Events

On January 9, 2007, Baldor Electric Company issued a press release announcing its plans to make concurrent public offerings of its common stock, mandatorily convertible preferred stock and unsecured senior notes. A copy of the press release is included as an exhibit to this Form 8-K and is hereby incorporated by reference.

Item 9.01 Financial Statements and Exhibits

 

(c) Exhibits.

See exhibit index hereto.


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.

 

            

Baldor Electric Company

       (Registrant)
Date   January 12, 2007     

/s/ Ronald E. Tucker

       Ronald E. Tucker
       President, Chief Financial Officer and Secretary
       (Principal Financial Officer)


INDEX OF EXHIBITS

 

Exhibit No  

Description

99.1   Press release, dated January 9, 2007
EX-99.1 2 dex991.htm PRESS RELEASE Press release

EXHIBIT 99.1

 

Date:    January 9, 2007
Subject:   

Baldor Electric Company

Launches Concurrent Securities Offerings

  
Page:    1 of 1

Baldor Electric Company (NYSE:BEZ) markets, designs, and manufactures industrial electric motors, drives and generators and is based in Fort Smith, Arkansas.

Baldor announced today that it plans to make concurrent public offerings of its common stock, mandatorily convertible preferred stock and unsecured senior notes. The proceeds from these offerings, along with borrowings under a new senior secured credit facility and the issuance of common stock to Rockwell Automation, Inc. will be used to finance the previously announced acquisition of the Reliance Electric industrial motors and Dodge mechanical power transmission businesses of Rockwell Automation, Inc, repay substantially all of the Company’s indebtedness and pay related fees and expenses.

The offerings, which are subject to market and other conditions and are conditioned on the concurrent closing of the acquisition, will consist of approximately $200 million of common stock, $150 million of mandatorily convertible preferred stock and $550 million of unsecured senior notes. In addition, the Company expects to grant the underwriters a customary 15% over-allotment option to purchase additional shares of common and preferred stock. The waiting period under the Hart-Scott-Rodino Antitrust Improvement Act has expired, and the Company expects to complete the offerings and the acquisition on or about January 31, 2007.

UBS Investment Bank is acting as sole book-running manager for the common stock offering, UBS Investment Bank and Bear, Stearns & Co. Inc. are acting as joint book-running managers for the mandatorily convertible preferred stock offering and BNP Paribas Securities Corp. and Lehman Brothers Inc. are acting as joint book-running managers for the senior notes offering.

The offerings will be made under the Company’s shelf registration statement filed with the Securities and Exchange Commission on January 8, 2007.

This press release is neither an offer to sell nor a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering of these securities will be made only by means of a prospectus and related prospectus supplements. The prospectus and prospectus supplements are available at no charge by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, these documents may be obtained by contacting the underwriters participating in the relevant offering as set out below:

Common stock offering: UBS Investment Bank at 299 Park Avenue, New York, NY 10171, Attn: Prospectus Department; (212) 821-3884.

Mandatorily convertible preferred stock offering: UBS Investment Bank at 299 Park Avenue, New York, NY 10171, Attn: Prospectus Department; (212) 821-3884 or Bear, Stearns & Co. Inc. at 383 Madison Avenue, New York, NY 10179, Attn: Prospectus Department; (631) 274-8321.

Senior notes offering: BNP Paribas Securities Corp. at 787 7th Avenue, New York, NY 10019, Attn: High Yield Capital Markets; (800) 854-5674 (800) or Lehman Brothers Inc. at 745 7th Avenue, New York, NY 10019, Attn: High Yield Capital Markets; (888)603-5847.

Baldor Electric Company is a leading manufacturer of industrial electric motors, drives and generators. Since its founding in 1920, Baldor has had a strategy of providing the highest value in the marketplace. Baldor has approximately 3,950 employees and 13 manufacturing facilities.

This press release contains statements that are forward-looking, i.e. not historical facts. The forward-looking statements contained in this document (“optimistic”, “will”, “continue”, “expect”, “believe”, “should”, “assumption”, “may”, “estimate”, “judgment”, “anticipate”, or any grammatical forms of these words or similar words) are based on our current expectations and are subject to risks and uncertainties. Accordingly, you are cautioned that any such forward looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward looking statements as a result of various factors. The factors that might cause such differences include those identified in our filings made from time-to-time with the SEC.

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