-----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, M/Yu8lte551Qkr/K2qtVezUFEXHVK7nulP66c/LtKNilOuwucXW+2Q+jlomRptBH Nb1O5xReKg/mCZiLUFgZLw== 0000914760-02-000159.txt : 20020829 0000914760-02-000159.hdr.sgml : 20020829 20020829100530 ACCESSION NUMBER: 0000914760-02-000159 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020829 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20020829 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THOMAS INDUSTRIES INC CENTRAL INDEX KEY: 0000097886 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 610505332 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05426 FILM NUMBER: 02751843 BUSINESS ADDRESS: STREET 1: 4360 BROWNBORO ROAD STREET 2: SUITE 300 CITY: LOUISVILLE STATE: KY ZIP: 40207 BUSINESS PHONE: 5028934600 MAIL ADDRESS: STREET 1: 4360 BROWNBORO ROAD STREET 2: SUITE 300 CITY: LOUISVILLE STATE: KY ZIP: 40207 8-K 1 t193398k82902.txt AUGUST 29, 2002 - -------------------------------------------------------------------------------- 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): August 29, 2002 THOMAS INDUSTRIES INC. (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation) 1-5426 61-0505332 (Commission File Number) (I.R.S. Employer Identification Number) 4360 Brownsboro Road, Suite 300 Louisville 40207 (Address of principal executive offices) (Zip Code) (502) 893-4600 (Registrant's telephone number, including area code) - -------------------------------------------------------------------------------- ITEM 5. OTHER EVENTS On August 29, 2002, Thomas Industries Inc. (the "Company") issued a press release. The press release is attached as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference. ITEM 7. Financial Statements and Exhibits. (c) Exhibits. Number No. Description ---------- ----------- 99.1 Press release dated August 29, 2002 by the Company. 99.2 Thomas Industries Inc. "Frequently Asked Questions" to be posted on the Company's website. ITEM 9. REGULATION FD DISCLOSURE On August 29, 2002, the Company will post on its website the "Frequently Asked Questions" information attached hereto as Exhibit 99.2 and incorporated herein by reference. 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. THOMAS INDUSTRIES INC. By: /s/ Phillip J. Stuecker ------------------------------- Dated: August 29, 2002 Name: Phillip J. Stuecker Its: Vice President of Finance, Chief Financial Officer, and Secretary EX-99.1 3 t19339pr82902.txt PRESS RELEASE NEWS RELEASE FOR IMMEDIATE RELEASE LOUISVILLE, KENTUCKY-BASED THOMAS INDUSTRIES ACQUIRES RIETSCHLE, ONE OF EUROPE'S LEADING PUMP AND COMPRESSOR MANUFACTURERS o CONFERENCE CALL AND WEBCAST SCHEDULED FOR THURSDAY, AUGUST 29, 2002, AT 11 A.M. EDT/5 P.M. LOCAL SCHOPFHEIM, GERMANY, TIME SCHOPFHEIM, Germany (August 29, 2002) -- Thomas Industries Inc. (NYSE: TII) and Werner Rietschle GmbH + Co. KG - two of the world's leading manufacturers of precision-engineered pumps and compressors - today completed a transaction that combines the companies into a powerful global entity with complementary products and expanded manufacturing and marketing capabilities. In 2001, Rietschle had sales of (euro)155 million (approximately $151 million) and Thomas had sales of $184 million. Under the terms of the purchase, Thomas Industries agreed to pay (euro)85.5 million (approximately $83 million) in cash and 1.8 million shares of Thomas common stock for substantially all of the assets of Rietschle, a privately held company based in Schopfheim. In addition, Thomas will assume approximately (euro)20 million of net debt in connection with the transaction. "We're incredibly excited about this union of two very strong companies," said Timothy C. Brown, Chairman, President, and Chief Executive Officer of Thomas Industries. "Rietschle is one of the preeminent names in the business, and their product lines complement ours. There is very little product overlap. The combination of Thomas and Rietschle increases the company's size, scale and global reach. We see great benefits from our combined expertise in engineering, manufacturing, marketing and distribution capabilities. This is the right fit at the right time." Dieter Rietschle, Managing Director of Rietschle, added, "This is a transaction that makes perfect sense. We have a lot in common. Rietschle and Thomas have cultures that strongly emphasize innovation and quality. We have outstanding and dedicated employees. Together, these strengths will benefit our customers and provide substantial opportunities for growth. It's truly a marriage of strengths, and I'm pleased to have a role in bringing these companies together." Dieter Rietschle will join the board of directors of Thomas Industries in October, expanding the size of the board to eight. The Rietschle family will hold an approximate 10 percent interest in Thomas Industries. Rietschle has long been a world leader in vacuum and pressure technology, which includes dry-running and oil-lubricated pumps, blowers, compressors and pressure/vacuum pumps utilizing rotary vane, screw, roots and claw technologies. It has three manufacturing facilities in Europe and 23 distribution and sales subsidiaries in North and South America, Europe, Asia and Australia. Its products serve the printing, graphics, woodworking, packaging, medical and automotive industries, and are used in many other applications. Rietschle products will continue to be sold under the well-known and respected Rietschle brand name. The Rietschle operations possess state-of-the-art machining capabilities, a flexible-production foundry for light metal castings, a broad industrial vacuum product line, and engineering expertise in dry running and contact-less pump technologies. Thomas Industries manufactures and markets pumps and compressors for original equipment manufacturers (OEMs) for a variety of applications, including healthcare, transportation, business equipment, consumer products and environmental instruments. The company employs 1,075 at eight manufacturing facilities - five in the United States and three in Germany - and 12 international sales offices in the United States, Europe, Asia and Australia. "For some time, Thomas Industries has been searching for companies that expand our product offerings and capabilities and play to our strengths," said Brown. "In Rietschle, we have found a company that is oriented toward growth, sells to OEM markets, produces engineered products, is compatible with our international sales network and has operating synergies with our business. Joining forces with Rietschle brings us much closer to our strategic goal of becoming a $500 million a year participant in the global pump and compressor industry." Brown said his company has maintained an excellent balance sheet, and with this transaction, "we retain the muscle necessary for a global player in the pump and compressor business. We expect the transaction will be accretive to EPS in 2003." Including Rietschle, Thomas' sales will be divided fairly evenly between Europe and North America, with approximately 10 percent to the Asia/Pacific region. With the strong Rietschle brand, Thomas is poised to pursue further opportunities through the cross branding of products, and through growth in markets such as printing, packaging, woodworking and many other applications that fit Rietschle technologies, including fuel cells. Approximately $2 million to $4 million of pre-tax synergies are expected annually after the first year. Robert W. Baird and Co. served as financial advisor to Thomas Industries in this transaction. CONFERENCE CALL Thomas Industries CEO Tim Brown and Chief Financial Officer Phil Stuecker will discuss this transaction in a teleconference call with analysts, scheduled for Thursday, August 29, 2002, at 11 a.m. U.S. Eastern Daylight Time (5 p.m. local German time). Live audio of the conference call can be accessed from http://www.vcall.com/EventPage.asp?ID=82246 or from the Thomas Industries Website at www.thomasind.com. First-time Webcast listeners should visit www.vcall.com in advance to download and install any necessary audio software. An audio replay of the call will be available on the Website for approximately 90 days. ABOUT THOMAS INDUSTRIES INC. Thomas Industries Inc., headquartered in Louisville, Kentucky, is the recognized leader in the design and manufacture of pumps and compressors for use in global OEM applications as well as pneumatic construction equipment, leakage detection systems and laboratory equipment. The Company also owns a 32 percent interest in Genlyte Thomas Group LLC, the third-largest lighting fixture manufacturer in North America. Thomas Industries has operations in the United States, Europe, Asia and Australia. The company's stock trades on the New York Stock Exchange under the symbol TII. More information is available at www.thomasind.com. ABOUT WERNER RIETSCHLE GMBH + CO. KG Headquartered in Schopfheim, Germany, Rietschle is a world leader in vacuum and pressure technology, and employs approximately 1,100 people. Rietschle has three manufacturing facilities - two in Germany and one in Switzerland -and distribution and sales operations in the United States, Australia, New Zealand, England, Italy, Denmark, France, Netherlands, Sweden, Switzerland, Brazil, China, Korea, Taiwan, Japan and Hong Kong. It manufactures dry-running and oil-lubricated vacuum pumps, compressors and pressure/vacuum pumps, serving the printing and graphics industry and a wide variety of other industries. More information is available at www.rietschle.com. The statements in this press release with respect to future results and future expectations may be regarded as forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and actual results may differ materially from those currently expected. They are subject to various risks, such as the ability of Thomas Industries and the joint venture to meet business sales goals, fluctuations in commodity prices, slowing of the overall economy, increased interest costs arising from a change in the companies' leverage or change in rates, failure of the joint venture to produce anticipated synergies and cost savings, and the timing and magnitude of capital expenditures, as well as other risks discussed in Thomas' filings with the Securities and Exchange Commission, including its Annual Report and 10-K for the year ended December 31, 2001. Thomas Industries makes no commitment to disclose any revisions to forward-looking statements, or any facts, events or circumstances after the date hereof that may bear upon forward-looking statements. Thomas Industries Contact: Laurie Lyons, Vice President of Corporate Communications, Thomas Industries. Phone: (502) 893-4612; email: llyons@thomasind.com. -------------------- Rietschle (Germany) Contact: Anne-Christine Hudjetz, Communications, Rietschle GmbH + Co. KG Phone: +49/ 7622-392-287; email: anne-christine.hudjetz@rietschle.com. ------------------------------------ EX-99.2 4 t19339qa82902.txt FREQUENTLY ASKED QUESTIONS FREQUENTLY ASKED QUESTIONS What product lines will overlap? There will be no significant overlap in the product lines, except in 3-4 sizes of dry running rotary vane vacuum pumps. This overlap is negligible. What types of benefits will the Thomas offer Rietschle employees? There will be no immediate change to employee benefits, although over time, changes could occur based on economic, customary or competitive conditions in the marketplace. Will this transaction affect Thomas/Rietschle retirees? There will be no impact on pensions. How will Thomas/Rietschle distributors be affected? We are planning no initial changes to sales representation or distribution as a result of the transaction. What will D. Rietschle's role be at Thomas and how long do you expect him to stay around? Dieter Rietschle will be one of the Managing Directors of Thomas Industries' European Operations. He also will be a member of the Board of Directors and the Rietschle family will be one of the largest shareholders. There is no set time limit for D. Rietschle's involvement within the Company. What will the company structure be? Heading up the European Operations as Managing Directors will be Tim Brown, President and CEO of Thomas; Peter Bissinger, formerly Vice President of Thomas' European Operations; and Dieter Rietschle, Managing Director of Rietschle. What is the name of the merged Company? This decision will be made within the year. Will the Rietschle name stay around? Definitely. The Rietschle name is known for its quality and innovation. It is a valuable asset and will be a vital component of the merged Company's branding structure. Is shareholder or regulatory approval needed? No. Why is this deal in the best interest of Thomas' shareholders? The combination of the two companies increases our size, scale and global capabilities; it enhances our product, marketing, distribution, engineering and manufacturing capabilities; it bring us exciting opportunities in cross-marketing, manufacturing, and SG&A cost reductions; and it will be accretive to our long-term EPS. What are the synergies resulting from this transaction? What is the time frame to realize the synergies? Roughly $2million - $4 million in pre-tax synergies annually by the end of 2003. These savings will come from consolidations, purchasing, freight, cross branding and communications. How long until the deal is accretive? We expect the deal to be accretive in 2003. How do the cultures of the two companies compare? The cultures of the two companies are very similar. Both place an emphasis on engineering and manufacturing excellence. Both have world-wide sales and distribution networks. Both have dedicated employees that are extremely knowledgeable about their respective markets and products. Why did Rietschle decide to complete this transaction with Thomas? Rietschle wanted to merge with another global industry leader in order to obtain market leadership through the combined strengths of the two companies, and to provide a solid foundation for the company going forward. The statements above with respect to future results and future expectations may be regarded as forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and actual results may differ materially from those currently expected. They are subject to various risks, such as the ability of Thomas Industries and the joint venture to meet business sales goals, fluctuations in commodity prices, slowing of the overall economy, increased interest costs arising from a change in the companies' leverage or change in rates, failure of the joint venture to produce anticipated synergies and cost savings, and the timing and magnitude of capital expenditures, as well as other risks discussed in Thomas' filings with the Securities and Exchange Commission, including its Annual Report and 10-K for the year ended December 31, 2001. Thomas Industries makes no commitment to disclose any revisions to forward-looking statements, or any facts, events or circumstances after the date hereof that may bear upon forward-looking statements. -----END PRIVACY-ENHANCED MESSAGE-----