SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Amendment No. 1
to
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: October 31, 1997
(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 (920-684-4410)
N/A
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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 October 31, 1997, The Manitowoc Company, Inc. ("Manitowoc"),
pursuant to its Purchase and Sale Agreement, dated as of October 1,
1997, (the "Purchase Agreement"), completed the purchase of the
assets of SerVend International, Inc. ("SerVend") from SerVend
International, Inc. and Fischer Enterprises, Ltd.
The aggregate consideration given by Manitowoc for all the net
business assets of SerVend was approximately $73.0 million, of which
$61.8 million was paid in cash to the Sellers at the October 31, 1997
closing and the balance comprised of borrowed money debt (which was
paid off at the October 31, 1997 closing), retained industrial revenue
bonds, direct acquisition costs, and other assumed liabilities. The
purchase price paid to SerVend is subject to a post-closing adjustment
based on net worth at October 31, 1997, as set forth in the Purchase
Agreement. The aggregate consideration for the purchase of the
SerVend assets was determined by arm's length negotiation between the
parties to the Purchase Agreement.
Since the acquisition is a purchase of assets (versus stock), for tax
purposes, Manitowoc will be able to deduct any related goodwill over a
15-year period. As a result of this benefit, the company's tax rate
will be virtually unaffected by the acquisition.
The transaction was financed through credit facilities provided under
a Credit Agreement, dated as of October 31, 1997, 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.
SerVend is one of the world's largest manufacturers of ice/beverage
dispensers and dispensing valves for the soft drink industry. Its
customers include many of the major quick-service restaurant chains,
convenience stores, and soft-drink bottlers in the nation. SerVend is
headquartered in Sellersburg, Indiana. It has one manufacturing
facility located in Sellersburg and another in Portland, Oregon, and
employs about 300 persons.
The Purchase Agreement and the Credit Agreement are exhibits to this
report and are incorporated herein by reference. The descriptions
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 SerVend 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
January 13, 1998.
(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 January 13, 1998.
(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: November 14, 1997 THE MANITOWOC COMPANY, INC.
(Registrant)
By: /s/ Robert R. Friedl
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Robert R. Friedl,
Senior Vice President and
Chief Financial Officer
THE MANITOWOC COMPANY, INC.
EXHIBIT INDEX
TO
FORM 8-K CURRENT REPORT
Dated October 31, 1997
Filed Filed
No. Description Herewith
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2.1 * Purchase and Sale Agreement, X
dated as of October 1, 1997,
for the acquisition of SerVend
International, Inc. by The
Manitowoc Company, Inc.
4.1 * Credit Agreement, dated as of X
October 31, 1997, 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.
20.1 Press Release dated October X
31, 1997 regarding completing
the acquisition of SerVend
International, 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.