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
March 1, 1999
-------------
Date of Report (Date of earliest event reported)
C&D TECHNOLOGIES, INC.
----------------------
(Exact name of registrant as specified in its charter)
Delaware 1-9389 13-3314599
------------------------------- ---------- -------------------------------
(State or other jurisdiction of Commission (I.R.S. Employer Identification
incorporation or organization) File Number)
Number
1400 Union Meeting Road, Blue Bell, Pennylvania 19422
-----------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(215) 619-2700
--------------
(Registrant's telephone number, including area code)
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
Pursuant to a Purchase Agreement (the "Purchase Agreement"), dated as of
November 23, 1998, among Johnson Controls, Inc., a Wisconsin corporation, and
its subsidiaries, as seller (collectively, the "Seller"), and the Registrant, as
purchaser on March 1, 1999 the Registrant acquired from Seller (i) substantially
all of the assets of the Specialty Battery Division of Seller, including,
without limitation, certain assets of Johnson Technology, a wholly owned
subsidiary of Seller, and (ii) 100% of the ordinary shares of Johnson Controls
Battery (U.K.) Limited, a U.K. company and a wholly owned subsidiary of Johnson
Controls (U.K.) Limited, a U.K. company which is a wholly owned subsidiary of
Seller. The aggregate consideration paid by Purchaser was approximately $120
million, subject to certain adjustments set forth in the Purchase Agreement. In
addition, the Registrant assumed certain liabilities of Seller. The purchase
price was determined by (i) the value of the assets acquired, (ii) the value of
the liabilities that were assumed and (iii) negotiation with Seller. The
acquisition of an interest of the Specialty Battery Division in a joint venture
in Shanghai, China, for approximately $15 million pursuant to the Purchase
Agreement is expected to be consummated in the near future, subject to certain
third party consents.
The Specialty Battery Division was engaged in the business of designing,
manufacturing, marketing and distributing industrial batteries and the Purchaser
intends to continue using the assets acquired in such business. The source of
funds for the acquisition was advances under a new credit agreement more fully
described in Item 5 of this Current Report on Form 8-K.
Item 5. OTHER EVENTS.
Pursuant to a credit agreement entered into among Registrant, as borrower,
certain subsidiaries and affiliates of Registrant, as guarantors, the lenders
named therein, and Nationsbank, N.A. as administrative agent, dated as of March
1, 1999 (the "Credit Agreement"), the lenders shall provide a $220 million
credit facility to the Registrant, consisting of a term loan in the amount of
$100 million and revolving loans not exceeding $120 million which will include
letters of credit not exceeding $30 million and swingline loans not exceeding
$10 million. The funds borrowed by the Registrant under the Credit Agreement
shall be used to finance the purchase price under the Purchase Agreement,
refinance existing debt, and finance working capital and certain other
expenditures. The Registrant pledged 100% of the outstanding ownership interests
of its domestic subsidiaries, and 65% of the ownership interests of its foreign
subsidiaries, to secure its obligations under the Credit Agreement. The other
terms and conditions of the credit facility, including, without limitation,
interest rates and repayment terms, are set forth in the Credit Agreement, which
is attached as an exhibit hereto.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements. It is impracticable to provide any of the
required financial statements of the business acquired at the time of filing.
All of the required financial statements will be filed as an amendment to this
Form 8-K as soon as practicable, but not later than 60 days after the required
filing date of this Form 8-K.
(b) Pro Forma Financial Information. The required pro forma financial
information will be filed as an amendment to this Form 8-K at the time the
required financial statements are filed.
(c) Exhibits.
Exhibit 2.1 Purchase Agreement, dated as of November 23, 1998, among
Johnson Controls, Inc. and its subsidiaries, as seller,
and the Registrant, as purchaser.
Exhibit 2.2 Credit Agreement, dated as of March 1, 1999, among
Registrant, as borrower, certain subsidiaries and
affiliates of Registrant, as guarantors, the lenders named
therein, and Nationsbank, N.A. as administrative agent.
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.
C&D TECHNOLOGIES, INC.
Date: 3/12/99
-------
By: /s/ Alfred Weber
-------------------------
Alfred Weber, Chairman and
Chief Executive Officer