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 (Date of earliest event reported): MAY 30, 1997
METTLER-TOLEDO HOLDING INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
333-09621-01 (Commission File 13-3900409(IRS Employer
Number) Identification No.)
IM LANGACHER
P.O. BOX MT-100
CH 8608 GREIFENSEE, SWITZERLAND
(Address of principal executive offices)
(Zip code)
41-1-944-22-11
(Registrant's Telephone Number, Including Area Code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) On May 30, 1997, Mettler-Toledo Holding Inc. (the
"Company") purchased (the "Acquisition") the entire issued share
capital of Safeline Limited ("Safeline"). The purchase price
(the "Purchase Price") for the Acquisition, subject to future
adjustment, is GBP 61 million (approximately US $100 million),
plus up to an additional GBP 6 million for a contingent earn-out
payment. The Acquisition was effected pursuant to the terms of a
Share Sale and Purchase Agreement (the "Purchase Agreement"),
dated May 30, 1997, among the Company's subsidiaries Safeline
Holding Company and Mettler-Toledo Inc. (a Canadian corporation),
as purchasers, and Safeline Limited and each of the sellers named
therein as sellers. The terms of the Acquisition were based upon
arms' length negotiations of the parties.
Safeline, based in Manchester, U.K, is the world's
leading supplier of metal detection systems for companies who
produce and package goods in the food, pharmaceutical, cosmetics,
chemicals and other industries. Safeline will report sales of
GBP 28.6 million (US $46.4 million) and operating profits (before
non-recurring costs) of GBP 6.7 million (US $ 11.0 million), for
its fiscal year ended March 31, 1997 in accordance with UK GAAP,
and such amounts are substantially the same as those that would
be obtained using US GAAP.
The source of funds for the Purchase Price was provided
by GBP 13.7 million in loan notes to be retained by the sellers
with the remaining amounts provided by amounts loaned under the
Amended and Restated Credit Agreement described below.
(b) Assets constituting plant, equipment or other physical
property acquired by the Company pursuant to the Purchase
Agreement are used by Safeline in the manufacture, marketing and
sale of metal detection systems. The Company intends to continue
such use.
ITEM 5. OTHER EVENTS
On May 29, 1997, the Company entered into an Amended
and Restated Credit Agreement. The Company's prior credit
agreement (the "Original Credit Agreement") provided for term
loan borrowings in an aggregate principal amount of approximately
US $147.0 million and SFr 125.0 million, that were scheduled to
mature in 2002, 2003 and 2004 and a multicurrency revolving
credit facility with availability of US $140.0 million. The
revolving credit facility was scheduled to mature under the
Original Credit Agreement in 2002.
The Amended and Restated Credit Agreement provides for
term loan borrowings in an aggregate principal amount of
approximately US $133.8 million, SFr 171.5 million and GBP 26.7
million, that are scheduled to mature in 2002 and 2004, a
Canadian revolver with availability of CDN $26.3 million
(approximately CDN $21 million of which has been drawn) which is
scheduled to mature in 2002, and a multi-currency revolving
credit facility with availability of US $151.0 million
(approximately US $25 million of which has been drawn). The
revolving credit facility is scheduled to mature in 2002. The
interest rate margin on all loans have been reduced by 75 basis
points under the Amended and Restated Credit Agreement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired. None
required.
(b) Pro forma financial information. None required.
(c) Exhibits:
Exhibit No. Description
2 Share Sale and Purchase Agreement,
dated May 30, 1997, among Safeline
Holding Company and Mettler-
Toledo Inc. (a Canadian
corporation), Safeline Limited
and each of the sellers named
therein. Pursuant to Item 601(b)(2)
of Regulation S-K, the schedules
and exhibits to such Share Sale and
Purchase Agreement are omitted. The
Company will furnish such material
supplementally to the Commission
upon request.
99 Press Release issued on behalf
of Mettler-Toledo Holding Inc.
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.
METTLER-TOLEDO HOLDING INC.
Date: June 3, 1997 By: /s/William P. Donnelly
----------------------
William P. Donnelly
Vice President, Chief Financial
Officer and Treasurer