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: December 1, 1995
(Date of earliest event reported)
THE MANITOWOC COMPANY, INC.
(Exact name of registrant as specified in its charter)
Wisconsin 1-11978 39-0448110
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
500 South 16th Street, Manitowoc, WI 54220
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (414-684-4410)
700 East Magnolia Avenue, Suite B, Manitowoc, WI 54220
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(Former name or former address, if changed since last report)
(Zip Code)
Item 2. Acquisition or Disposition of Assets
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On December 1, 1995, The Manitowoc Company, Inc. ("Manitowoc"),
pursuant to its previously reported Stock Purchase Agreement, dated as
of October 24, 1995, as amended by the First Amendment to Stock
Purchase Agreement, dated as of December 1, 1995 (the "Stock Purchase
Agreement"), completed the purchase of the outstanding common stock
of The Shannon Group, Inc. ("Shannon") from Trivest Institutional
Fund, Ltd., Trivest Investors Fund, Ltd., Trivest Principals' Fund
1988 and Gary L. Hainley (collectively, the "Shannon Stockholders").
The aggregate consideration given by Manitowoc for all the outstanding
common stock of Shannon, as well as for certain warrants for Shannon
common stock (the "Warrants") held by General Electric Capital
Corporation ("GECC") (such warrant transaction to be closed in early
January, 1996) was $126.0 million, of which $50.9 million was paid in
cash at the December 1, 1995 closing (and an additional $19.8 million
will be paid at the closing for the Warrants) and the balance
comprised of borrowed money debt (which was paid off at the December
1, 1995 closing) and retained industrial revenue bonds, as well as a
redemption payment for all of the outstanding preferred stock of
Shannon. The purchase price paid to the Shannon Stockholders is
subject to a post-closing adjustment based on net working capital at
December 1, 1995, as set forth in the Stock Purchase Agreement. In
addition, the Stock Purchase Agreement also provides for an earnout
payment to be made by Manitowoc of up to $7 million, based on
Shannon's calendar year 1995 gross profit. The aggregate
consideration for the purchase of all the outstanding common stock of
Shannon and the Warrants was determined by arm's length negotiation
between the parties to the Stock Purchase Agreement and GECC.
The transaction was financed through credit facilities provided under
a Credit Agreement, dated as of December 1, 1995, among Manitowoc, as
Borrower, certain subsidiaries of Manitowoc from time to time parties
thereto, as Guarantors, the several lenders from time to time parties
thereto, and NationsBank, N.A., as Agent (the "Credit Agreement").
Manitowoc will account for the acquisition as a purchase.
Shannon is a manufacturer of commercial refrigerators, freezers and
related products, ranging from small under-counter units to 300,000
square foot refrigerated warehouses. Among its wide range of
products, Shannon is best known for its foamed-in-place walk-in
refrigeration units, wood rail walk-in units, refrigerated food-prep
tables, reach-in refrigerator/freezers and modular refrigeration
systems. Shannon is the primary or sole supplier of walk-in
refrigerator/freezers to many of the leading restaurant and grocery
chains in the United States. Presently, Shannon produces its
refrigeration products at nine facilities located in Tennessee, Iowa
and Wisconsin, and employs 1,200 persons.
Shannon's products are marketed under six brand names. It is
Manitowoc's intention to preserve these brand identities, as well as
to keep Shannon's businesses operating independently under the
direction of the present management. The acquisition is expected to
complement Manitowoc's existing food service product line.
The Stock Purchase Agreement and the Credit Agreement are exhibits to
this report and are incorporated herein by reference. The
descriptions thereof herein do not purport to be complete and are
qualified in their entirety by reference to the provisions of the
respective agreements.
Item 7. Financial Statements and Exhibits
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(a) Financial Statements.
As of the date of filing of this Current Report on Form
8-K, it is impracticable for the Registrant to provide the financial
statements for Shannon required by this Item 7(a). In accordance with
Item 7(a)(4) of Form 8-K, such financial statements will be filed by
amendment to this Form 8-K as soon as practicable, but no later than
February 14, 1996.
(b) Pro Forma Financial Information.
As of the date of filing of this Current Report on Form
8-K, it is impracticable for the Registrant to provide the pro forma
financial information required by this Item 7(b). In accordance with
Item 7(b)(2) of Form 8-K, such pro forma financial information will be
filed by amendment to this Form 8-K as soon as practicable, but no
later than February 14, 1996.
(c) Exhibits.
See the Exhibit Index following the Signature page of
this Report, which is 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 thereunto duly authorized.
DATE: December 15, 1995 THE MANITOWOC COMPANY, INC.
(Registrant)
By: /s/ Robert R. Friedl
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Robert R. Friedl,
Vice President and
Chief Financial Officer
THE MANITOWOC COMPANY, INC.
EXHIBIT INDEX
TO
FORM 8-K CURRENT REPORT
Dated December 1, 1995
Incorporated
Herein
Exhibit By Reference Filed
No. Description To Herewith
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2.1 * Stock Purchase Agreement, dated Exhibit 2 to the
as of October 24, 1995, for the Registrant's Current
acquisition of The Shannon Group, Report on Form 8-K
Inc. by The Manitowoc Company, Inc. October 25, 1995
2.2 * First Amendment to Stock Purchase X
Agreement, dated as of December 1,
1995, for the acquisition of The Shannon
Group, Inc. by The Manitowoc Company,
Inc.
4.1 * Credit Agreement, dated as of December 1, X
1995, among The Manitowoc Company, Inc.,
as Borrower, certain subsidiaries from time
to time parties thereto, as Guarantors, the
several Lenders, and NationsBank, N.A., as Agent.
4.2 * Security and Pledge Agreement, dated as of X
December 1, 1995, among The Manitowoc
Company, Inc., certain of its subsidiaries and
NationsBank, N.A.
20.1 Press Release dated December 1, 1995 regarding X
completing the acquisition of The Shannon Group,
Inc.
* Pursuant to Item 601(b) (2) of Regulation S-K, the Registrant
agrees to furnish to the Securities and Exchange Commission upon
request a copy of any unfiled exhibits or schedules to such document.