SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 15, 1996
METTLER-TOLEDO, INC.
(Successor by merger to MT Acquisition Corp.)
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(Exact name of Registrant as specified in its charter)
Delaware 333-09621 34-1538688
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(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
METTLER-TOLEDO HOLDING INC.
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(Exact name of Registrant as specified in its charter)
Delaware 333-09621-01 13-3900409
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(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
Im Langacher, P.O. Box MT-100
CH 8608 Greifensee, Switzerland
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(Address of principal executive offices, including zip code)
Registrants' telephone number, including area code: 41-1-944-22-11
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Exhibit Index Is On Page 4
Item 2. Acquisition or Disposition of Assets.
On October 15, 1996, MT Acquisition Corp. (the "Company"), a wholly
owned subsidiary of Mettler-Toledo Holding Inc. ("Holding") completed the
acquisition of the Mettler-Toledo Group from Ciba-Geigy AG and its wholly owned
subsidiary, AG Fur Prazisionsinstrumente (the "Acquisition"), as contemplated in
the Registration statement, as amended (the "Registration Statement"), on Form
S-1 (Commission File No. 333-09621) filed by the Company and Holding.
Immediately following consummation of the Acquisition, on October 15, 1996, the
Company merged with and into Mettler-Toledo, Inc., a Delaware corporation, with
Mettler-Toledo, Inc. as the surviving entity.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements.
The following combined financial statements, including the
accompanying notes and audit report, which have been excerpted from the
Company's final prospectus filed pursuant to Rule 424(b) and constituting part
of the Registration Statement (the "Prospectus"), are filed as exhibits to this
Current Report and are incorporated by reference in this Item 7:
(1) Audited Combined Statements of Net Assets of the Mettler-Toledo
Group as of December 31, 1994 and 1995;
(2) Audited Combined Statements of Operations of the Mettler-Toledo
Group for the years ended December 31, 1993, 1994 and 1995;
(3) Audited Combined Statements of Changes in Net Assets of the
Mettler-Toledo Group for the years ended December 31, 1993, 1994
and 1995;
(4) Audited Combined Statements of Cash Flows of the Mettler-Toledo
Group for the years ended December 31, 1993, 1994 and 1995;
(5) Interim Combined Statements of Net Assets of the Mettler-Toledo
Group as of December 31, 1995 and June 30, 1996 (unaudited);
(6) Interim Combined Statements of Operations of the Mettler-Toledo
Group for the six months ended June 30, 1995 and 1996
(unaudited);
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(7) Interim Combined Statements of Changes in Net Assets of the
Mettler-Toledo Group for the six months ended June 30, 1995 and
1996 (unaudited); and
(8) Interim Combined Statements of Cash Flows of the Mettler-Toledo
Group for the six months ended June 30, 1995 and 1996
(unaudited).
(b) Pro Forma Financial Information
The following unaudited pro forma financial information, including the
accompanying introductory paragraph and notes, which have been excerpted from
the Prospectus, are filed as exhibits to this Current Report and are
incorporated by reference in this Item 7.
(1) Unaudited Pro Forma Balance Sheet as of June 30, 1996 giving
effect to the Acquisition; and
(2) Unaudited Pro Forma Statements of Operations for the year ended
December 31, 1995 and the six months ended June 30, 1995 and
1996 giving effect to the Acquisition.
(c) Exhibits
The following exhibits are filed as part of this Current Report:
2.1 Certificate of Ownership and Merger of MT Acquisition Corp. and
Mettler-Toledo, Inc., filed with the Secretary of State of the
State of Delaware on October 15, 1996.
4.1 Indenture dated as of October 15, 1996, among MT Acquisition
Corp., as Issuer, Mettler-Toledo Holding Inc., as Note Guarantor,
and United States Trust Company of New York, as Trustee.
4.2 First Supplemental Indenture dated as of October 15, 1996, among
Mettler-Toledo, Inc., Mettler-Toledo Holding Inc., as Note
Guarantor, and United States Trust Company of New York, as
Trustee.
23.1 Consent of KPMG Fides Peat.
99.1 Credit Agreement, dated as of October 15, 1996, between MT
Acquisition Corp. and Mettler-Toledo Holding AG, as borrowers,
and Merrill Lynch Capital Corporation, as document agent and the
lenders party thereto.
99.2 Financial Statements of the Mettler-Toledo Group and unaudited
Pro Forma Financial Information excerpted from the Prospectus.
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Index to Exhibits
Exhibit No. Description Sequential Page
Number
2.1 Certificate of Ownership and Merger of MT
Acquisition Corp. and Mettler-Toledo, Inc.,
filed with the Secretary of State of the
State of Delaware on October 15, 1996.
4.1 Indenture dated as of October 15, 1996, among
MT Acquisition Corp., as Issuer,
Mettler-Toledo Holding Inc., as Note
Guarantor, and United States Trust Company of
New York, as Trustee.
4.2 First Supplemental Indenture dated as of
October 15, 1996, among Mettler-Toledo, Inc.,
Mettler-Toledo Holding Inc., as Note
Guarantor, and United States Trust Company of
New York, as Trustee.
23.1 Consent of KPMG Fides Peat
99.1 Credit Agreement, dated as of October 15,
1996, between MT Acquisition Corp. and
Mettler-Toledo Holding AG, as borrowers, and
Merrill Lynch Capital Corporation, as
document agent and the lenders party thereto.
99.2 Financial Statements of the Mettler-Toledo
Group and unaudited Pro Forma Financial
Information excerpted from the Prospectus
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SIGNATURE
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.
Date: October 30, 1996
Mettler-Toledo, Inc.
(successor by merger to MT Acquisition Corp.)
Mettler-Toledo Holding Inc.
By: /s/ Robert F. Spoerry
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Robert F. Spoerry
President and Chief Executive Officer
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