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): May 23, 2006
ALLIANCE LAUNDRY SYSTEMS LLC
ALLIANCE LAUNDRY CORPORATION
ALLIANCE LAUNDRY HOLDINGS LLC
(Exact name of registrant as specified in its charter)
| | | | |
| DELAWARE | | 333-56857 | | 39-1927923 |
| DELAWARE | | 333-56857-01 | | 39-1928505 |
| DELAWARE | | 333-56857-02 | | 52-2055893 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
Shepard Street, P.O. Box 990
RIPON, WISCONSIN 54971-0990
(Address of Principal executive offices, including Zip Code)
(920) 748-3121
(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:
| ¨ | 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 1.01 Entry into a Material Definitive Agreement.
On May 23, 2006 Alliance Laundry Systems LLC (the “Company”) entered into a share purchase agreement, dated May 23, 2006 (the “Share Purchase Agreement”), between the Company and Laundry System Group NV (“LSG”), and a purchase agreement, dated May 23, 2006 (the “Purchase Agreement”), among the Company, LSG, Cissell Manufacturing Company, Jensen USA Inc. and LSG North America, Inc., pursuant to which the Company has agreed to acquire substantially all of LSG’s commercial laundry division operations. The Company expects the transaction to close in the third quarter of 2006, subject to satisfactory completion of additional due diligence by the Company and other customary closing conditions.
Pursuant to the Share Purchase Agreement, the Company has agreed to acquire LSG’s Belgian commercial laundry division operations by purchasing all of the outstanding stock of a wholly-owned direct subsidiary of LSG for 50.4 million Euros, which price is subject to adjustment in accordance with the Share Purchase Agreement. The Share Purchase Agreement prohibits LSG from competing with the Company in certain segments of the commercial laundry business for a period of three years and restricts LSG’s ability to solicit commercial laundry division customers, suppliers, employees, directors and certain other persons for a period of two years following the completion of the transaction. Pursuant to the Purchase Agreement, the Company has agreed to acquire LSG’s United States commercial laundry division operations for 8.6 million Euro.
Item 9.01 Financial Statements and Exhibits.
| | |
Exhibit No.
| | Description
|
| 99.1 | | Press release issued May 23, 2006. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | |
| | | ALLIANCE LAUNDRY SYSTEMS LLC |
| | | (Registrant) |
| | |
| | | | | /s/ Thomas L’Esperance
|
Date: May 24, 2006 | | Name: | | Thomas L’Esperance |
| | | Title: | | CEO & President |
| | |
| | | | | /s/ Bruce P. Rounds
|
| | | Name: | | Bruce P. Rounds |
| | | Title: | | Vice President, Chief Financial Officer |
| |
| | | ALLIANCE LAUNDRY CORPORATION |
| | | (Registrant) |
| | |
| | | | | /s/ Thomas L’Esperance
|
Date: May 24, 2006 | | Name: | | Thomas L’Esperance |
| | | Title: | | CEO & President |
| | |
| | | | | /s/ Bruce P. Rounds
|
| | | Name: | | Bruce P. Rounds |
| | | Title: | | Vice President, Chief Financial Officer |
| |
| | | ALLIANCE LAUNDRY HOLDINGS LLC |
| | | (Registrant) |
| | |
| | | | | /s/ Thomas L’Esperance
|
Date: May 24, 2006 | | Name: | | Thomas L’Esperance |
| | | Title: | | CEO & President |
| | |
| | | | | /s/ Bruce P. Rounds
|
| | | Name: | | Bruce P. Rounds |
| | | Title: | | Vice President, Chief Financial Officer |
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EXHIBIT INDEX
| | |
Exhibit No.
| | Description
|
| 99.1 | | Press release issued May 23, 2006. |
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