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
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| Date of Report (Date of earliest event reported) | | November 6, 2006 |
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| Exact name of registrant as specified in its charter | | Baldor Electric Company |
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| State or other jurisdiction of incorporation | | Missouri |
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| Commission File Number | | 01-07284 |
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| IRS Employer Identification No | | 43-0168840 |
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| Address of principal executive offices | | 5711 R. S. Boreham, Jr., St |
| | Fort Smith, Arkansas |
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| Zip Code | | 72901 |
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| Registrant’s telephone number, including area code | | 479-646-4711 |
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| Former name or former address, if changed since last report | | N/A |
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. |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act. |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. |
Item 1.01 Entry into a Material Definitive Agreement
On November 6, 2006, Baldor Electric Company signed a definitive agreement (the “Agreement”) to acquire the Reliance Electric Company and certain of its affiliated companies from Rockwell Automation, Inc. and certain of its subsidiaries for $1.8 billion. The purchase price will be comprised of $1.75 billion in cash and approximately 1.6 million shares of Baldor common stock. The purchase price is subject to adjustment as provided in the Agreement, and the Agreement includes representations, warranties and covenants from both parties customary in transactions of this type.
The transaction is expected to be completed in the first quarter of 2007 and is subject to customary closing conditions and necessary regulatory approvals.
A copy of the Agreement is attached as Exhibit 99.1 and a press release announcing the transaction is attached as Exhibit 99.2.
Item 9.01 Financial Statements and Exhibits
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.
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| | Baldor Electric Company |
| | (Registrant) |
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| Date November 9, 2006 | | /s/ Ronald E. Tucker |
| | Ronald E. Tucker |
| | President, Chief Financial Officer and Secretary |
| | (Principal Financial Officer) |
INDEX OF EXHIBITS
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| Exhibit No. | | Description |
| 99.1 | | Purchase Agreement, dated as of November 6, 2006, by and among Rockwell Automation, Inc., Rockwell Automation of Ohio, Inc., Rockwell Automation Canada Control Systems, Grupo Industrias Reliance S.A. de C.V., Rockwell International GMBH and Baldor Electric Company |
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| 99.2 | | Press release |
