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 AND EXCHANGE ACT OF 1934
September 24, 1997
(Date of Report)
BUCYRUS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-871 39-0188050
(State or other (Commission File (IRS Employer
jurisdiction of Number) ID Number)
incorporation)
P.O. Box 500
1100 Milwaukee Avenue
South Milwaukee, Wisconsin 53172
(Address of principal executive offices)
(414) 768-4000
(Registrant's telephone number, including area code)
Item 1. Change in Control of Registrant
Bucyrus Acquisition Corp. ("BAC" or the "Purchaser"), a Delaware
corporation, was
merged (the "Merger") with and into Bucyrus International, Inc. ("Bucyrus" or
the "Company"
or "Registrant"), a Delaware corporation, upon the filing of a Certificate of
Merger with the
Delaware Secretary of State on September 26, 1997 (the "Effective Time"). The
Certificate of
Merger was filed pursuant to an Agreement and Plan of Merger (the "Merger
Agreement") dated
as of August 21, 1997, between the Company, the Purchaser, and American
Industrial Partners
Acquisition Company, LLC ("AIPAC"), which is the parent of the Purchaser and
a wholly
owned subsidiary of American Industrial Partners Capital Fund II, L.P. ("AIP").
At the
Effective Time the separate corporate existence of the Purchaser terminated
and the Company,
as the surviving corporation in the Merger (sometimes referred to herein as
the "Surviving
Company"), became a wholly owned subsidiary of AIPAC. As a result of the
Merger, AIPAC
owns 100% of the outstanding voting securities of the Surviving Company.
The Merger was effected without submission to stockholder vote
pursuant to the
requirements of Section 253 of the General Corporation Law of the State of
Delaware following
the consummation of a tender offer (the "Tender Offer") commenced on
August 26, 1997, by
BAC to purchase for cash 100% of the common stock of Bucyrus (the "Common
Stock") at a
price of $18.00 per share (the "Offer Price"). The Tender Offer concluded on
September 24,
1997, at 12:00 A.M. EDT with 10,380,713 (93.43%) of the total outstanding
shares of Common
Stock (on a fully diluted basis) having been tendered (or guaranteed of
delivery) to the American
Stock Transfer and Trust Company, which served as depositary for the
Common Stock in the
Tender Offer.
Included in the shares tendered to in the Tender Offer were all of the
shares of Common
Stock held by Jackson National Life Insurance Company ("JNL"), which constituted
approximately 40% of the total outstanding Common Stock prior to the
Effective Time. JNL's
shares of Common Stock were tendered pursuant to that certain "Stockholder
Agreement" entered
into between JNL, BAC and AIPAC simultaneously with the execution of the
AIP Agreement.
The directors of the Purchaser immediately prior to the Effective Time
became the initial
directors of the Surviving Company after the Merger, and the officers of
the Company
immediately prior to the Effective Time are the initial officers of the
Surviving Company, in each
case until their successors are duly elected or appointed and qualified or
until their earlier death,
resignation or removal in accordance with the Certificate of Incorporation
and the Bylaws of the
Surviving Company. The persons who became directors of the Surviving
Company are:
Lawrence W. Ward, Jr., Kenneth A. Pereira, and Kim A. Marvin.
The Certificate of
Incorporation and the Bylaws of the Purchaser became the Certificate of
Incorporation and
Bylaws of the Surviving Company.
The Merger Agreement also provided that at or immediately prior to the
Effective Time,
each then outstanding option to purchase shares of Common Stock (the
"Options") and each
outstanding Stock Appreciation Right ("SAR") granted under the Company's
Non-Employee
Directors' Stock Option Plan, the 1996 Employees' Stock Incentive Plan and
any other stock-
based incentive plan or arrangement of the Company, whether or not then
exercisable or vested,
would be canceled. In consideration of such cancellation, the holders of
such Options and SARs
received for each share subject to such Option or SAR an amount (subject
to any applicable
withholding tax) in cash equal to the excess, if any, of the Offer Price over
the per share exercise
price of such Option or the per share base price of such SAR, as
applicable, multiplied by the
number of shares subject to such Option or SAR.
The Merger was subject to the applicable waiting period under the
Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR Act").
On September 20, 1997,
the applicable waiting period under the HSR Act expired with no action
being taken by the
Federal Trade Commission.
Approximately $186.9 million was required to purchase all the shares
of Bucyrus
Common Stock in the Tender Offer and approximately $2.8 million was needed
to cash out the
outstanding shares in the Merger. Approximately $6.9 million was paid to
cash out the Options
and SARs. Purchaser received $143.0 million of the necessary funds to
purchase the shares of
Bucyrus Common Stock as an equity contribution from AIPAC, which in turn
received such sum
as an equity contribution from AIP. The remainder of the consideration
required to consummate
the Tender Offer and related expenses was funded by a bridge loan from AIP
to Purchaser (the
"AIP Bridge Loan"), which was repaid in full on September 26, 1997.
Sources of funds for the repayment of the AIP Bridge Loan, the purchase
and cancellation
of the Secured Notes (see Item 5 below), and the repayment of the PPM
Bridge Loan (see Item 5
below) were comprised of the proceeds from the Notes Offering (see Item
5 below), borrowings
under the Revolving Credit Facility (see Item 5 below), and the
Company's cash on hand.
Item 5. Other Events
Private Placement. On September 24, 1997, the Company completed
the private
placement of $150 million aggregate principal amount of its 9 % Senior
Notes due 2007 in a
transaction (the "Notes Offering") under Rule 144A under the Securities
Act of 1933, as
amended, and issued a press release announcing the same. A copy of said
press release is filed
as an exhibit to this report and is incorporated herein by reference.
Purchase and Cancellation of Secured Notes. On September 24, 1997,
the Company
purchased from JNL and cancelled approximately $64 million of its 10.5%
Secured Notes due
December 14, 1999, and issued a notice of redemption of the remainder of
its 10.5% Secured Notes.
Repayment of PPM Bridge Loan. On August 26, 1997, the Company obtained a
$45 million bridge loan (the "PPM Bridge Loan") from PPM America Special
Investments Fund, L.P. (the "PPM Fund"). The PPM Bridge Loan was paid in
full on September 24, 1997.
Credit Facility. On September 24, 1997, the Company entered into a
new credit agreement with Bank One, Wisconsin, which provides the Company
with a $75 million senior secured revolving credit facility, with a
$25 million sublimit for standby letters of credit (the
"Revolving Credit Facility"). A copy of the Revolving Credit Facility is
filed as an exhibit to this report and is incorporated herein by reference.
Bank One has provided working capital and other financing, including a
letter of credit
facility, to Bucyrus since 1988. Pursuant to the Revolving Credit Facility,
Bucyrus replaced its
current $15 million letter of credit and revolving loan facility with the
$75 million Revolving
Credit Facility. The Revolving Credit Facility is expected to be used in
the future for general
working capital purposes and capital expenditures. Borrowings under
the Revolving Credit
Facility bear interest at variable rates and are subject to a borrowing
base formula, which at
June 30, 1997, would have permitted borrowings and letters of credit of
approximately $68.7
million (including the reserve referred to in (B) below).
The $75 million Revolving Credit Facility includes a $25 million
sublimit for standby
letters of credit. The issuance of standby letters of credit will reduce
the amount available for
direct borrowings under the Revolving Credit Facility. Availability
under the Revolving Credit
Facility is limited to a borrowing base which is defined as (A) the
sum of (i) 80% of North
American accounts receivable; (ii) 50% of domestic finished goods and
raw materials; (iii) a
declining percentage (initially 30%) of domestic work-in-process; (iv)
80% of the estimated
orderly liquidation value (as determined by a formula) of Bucyrus and
domestic subsidiaries
machinery and equipment; and (v) 30% of qualified domestic net unbilled
progress billing
receivables minus (B) a reserve equal to one semi-annual interest
payment on the Notes. The
obligations of Bucyrus under the Revolving Credit Facility will be
guaranteed by certain
subsidiaries, and the Revolving Credit Facility will be secured by
substantially all of the assets
of the Company, other than real property and assets of foreign
subsidiaries. Pricing on the
Revolving Credit Facility is, at the option of Bucyrus, (i) Bank One's
base rate or Federal Funds
Rate plus 0.5% per annum plus an applicable margin ranging from 0% to 0.5%
dependent on
the ratio of adjusted funded debt to EBITDA (as defined), or (ii) LIBOR
plus an applicable
margin ranging from 1.5% to 2.75% dependent on the ratio of adjusted funded
debt to EBITDA
(as defined). Letters of credit will be priced at 50% of the applicable
LIBOR interest rate margin
for non-financial letters of credit and 100% of the applicable LIBOR
interest rate margin in the
case of financial letters of credit. The initial LIBOR margin will be 2.75%.
The Revolving Credit Facility contains certain restrictive covenants
that impose limitations
upon, among other things, the ability of Bucyrus and the guarantors to
incur liens; merge,
consolidate or dispose of assets; make loans and investments; incur
indebtedness; engage in
certain transactions with affiliates; incur contingent obligations; enter
into joint ventures; enter
into lease agreements; pay dividends and make other distributions; change
its business; redeem
the Notes; and make capital expenditures.
The Revolving Credit Facility also contains covenants requiring Bucyrus
(A) to maintain
certain financial ratios as follows: (i) ratio of adjusted funded debt to
EBITDA (as defined);
(ii) fixed charge coverage ratio; and (iii) interest coverage ratio; and
(B) to maintain a minimum
net worth.
All extensions of credit under the Revolving Credit Facility
are subject to customary
documentation and the continued accuracy of all representations and
warranties as well as the
absence of any Material Adverse Effect or Default or Event of Default.
Capitalized terms not
defined herein have the meanings set forth in the Revolving Credit Facility.
Item 7. Financial Statements and Exhibits
(a) Not applicable
(b) Not applicable
(c) Exhibits:
2.1 Agreement and Plan of Merger dated August 21, 1997, between
Registrant, American Industrial Partners Acquisition
Company, LLC and Bucyrus Acquisition Corp. (1)
2.2 Certificate of Merger dated September 26, 1997,
issued by the Secretary of State of the State of Delaware
3.1 Restated Certificate of Incorporation of Registrant
3.2 Bylaws of Registrant
10.1 Credit Agreement dated September 24, 1997 between Bank One,
Wisconsin, and Registrant
99.1 Press Release, dated September 24, 1997, issued by Bucyrus
International, Inc. announcing the private placement of
$150,000,000 of 9-3/4% Senior Notes due 2007.
_________________________
(1) Incorporated by reference to Exhibit 1 to Registrant's Tender Offer
Solicitation/Recommendation Statement on Schedule 14D-9 filed with
the Commission on
August 26, 1997
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
BUCYRUS INTERNATIONAL, INC.
(Registrant)
By: /s/ C. R. Mackus
Name: C. R. Mackus
Title: Secretary and Controller
Date: October 9, 1997
BUCYRUS INTERNATIONAL, INC.
EXHIBIT INDEX
TO
CURRENT REPORT ON FORM 8-K
Incorporated
Exhibit Herein By Filed
Number Description Reference Herewith
2.1 Agreement and Plan of Merger Exhibit 1 to Registrant's
dated August 21, 1997, between Tender Offer Solicitation/
Registrant, American Industrial Recommendation
Partners Acquisition Company, Statement on Schedule
LLC and Bucyrus Acquisition 14D-9 filed with the
Corp. Commission on
August 26, 1997
2.2 Certificate of Merger dated X
September 26, 1997, issued
by the Secretary of State of
the State of Delaware
3.1 Restated Certificate of X
Incorporation of Registrant
3.2 Bylaws of Registrant X
10.1 Credit Agreement dated X
September 24, 1997 between
Bank One, Wisconsin, and
Registrant
99.1 Press Release, dated X
September 24, 1997, issued
by Bucyrus International, Inc.
announcing the private placement
of $150,000,000 of 9-3/4%
Senior Notes due 2007.
EI-1