SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Date of Report
(Date of earliest
event reported): September 29, 2000
Regal-Beloit Corporation
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(Exact name of registrant as specified in its charter)
Wisconsin 1-7283 39-0875718
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
200 State Street, Beloit, Wisconsin 53511-6254
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(Address of principal executive offices, including zip code)
(608) 364-8800
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(Registrant's telephone number)
Item 2. Acquisition or Disposition of Assets.
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On September 29, 2000, Regal-Beloit Corporation (the "Company")
acquired through a wholly-owned subsidiary ("Purchaser") all of the issued and
outstanding shares of capital stock ("Leeson Stock") of Leeson Electric
Corporation, a Wisconsin corporation ("Leeson"), pursuant to a Stock Purchase
Agreement, dated as of August 7, 2000, as amended by First Amendment to Stock
Purchase Agreement, dated as of September 29, 2000 (the "Stock Purchase
Agreement"), among the Company, Purchaser, Leeson and Leeson's shareholders
("Leeson Shareholders"). The Company's acquisition of the Leeson Stock and the
consummation of the transactions related thereto are referred to herein as the
"Acquisition."
As consideration for the Leeson Stock, the Company paid to the Leeson
Shareholders approximately $260 million in cash at the closing of the
Acquisition for a debt-free company. The purchase price paid to the Leeson
Shareholders is subject to a post-closing adjustment based on the net working
capital at September 29, 2000, as set forth in the Stock Purchase Agreement. The
purchase price paid by the Company in the Acquisition was determined on the
basis of arm's length negotiations between the parties. There is no material
relationship between Leeson and the Company or any of its affiliates, directors
or officers or any of their associates.
The Company funded the Acquisition through proceeds from borrowings
through credit facilities provided under a Credit Agreement, dated as of
September 29, 2000 (the "Credit Agreement"), among the Company, M&I Marshall &
Ilsley Bank, as Administrative Agent, and Swing Line Bank, Bank of America,
N.A., as Documentation and Syndication Agent, Banc of America Securities LLC,
Lead Arranger and Book Manager and each of the Banks party to the Credit
Agreement.
The description contained herein is qualified in its entirety by
reference to the Stock Purchase Agreement, the Credit Agreement and a News
Release dated October 2, 2000, which are filed as Exhibit 2, Exhibit 4 and
Exhibit 99, respectively, to this Current Report on Form 8-K and are
incorporated herein by reference.
In connection with the Acquisition, the Company, through Leeson,
acquired all of the issued and outstanding shares of capital stock of Leeson
Canada Inc. and Leeson Electric International, Inc. (collectively, the "Leeson
Subsidiaries"). Leeson and the Leeson Subsidiaries are engaged in the business
of developing, manufacturing, selling and distributing AC and DC electric motors
and other motor and related products. It is the intention of the Company to
continue to operate the business of Leeson and the Leeson Subsidiaries as part
of the Company's operations.
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Item 7. Financial Statements , Pro Forma Financial Information and Exhibits.
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(a) Financial Statements of Business Acquired.
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The required financial statements for Leeson are not filed with this
Current Report on Form 8-K, but will be filed as soon as practicable and in no
event later than December 12, 2000.
(b) Pro Forma Financial Information.
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The required pro forma financial information is not filed with this
Current Report on Form 8-K, but will be filed as soon as practicable and in no
event later than December 12, 2000.
(c) Exhibits.
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The exhibits listed in the accompanying Exhibit Index are filed as
part of this Current Report on Form 8-K.
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SIGNATURES
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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.
REGAL-BELOIT CORPORATION
Date: October 13, 2000 By: /s/ Kenneth F. Kaplan
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Kenneth F. Kaplan
Vice President, Chief Financial Officer and
Secretary
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REGAL-BELOIT CORPORATION
Exhibit Index to Current Report on Form 8-K
Dated September 29, 2000
Exhibit
Number Description
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(2) Stock Purchase Agreement, dated as of August 7, 2000, as amended
by First Amendment to Stock Purchase Agreement, dated as of
September 29, 2000, among Regal-Beloit Corporation, LEC
Acquisition Corp., Leeson Electric Corporation ("Leeson") and
Leeson's shareholders.*
(4) Credit Agreement, dated as of September 29, 2000, among
Regal-Beloit Corporation, M&I Marshall & Ilsley Bank, as
Administrative Agent, and Swing Line Bank, Bank of America, N.A.,
as Documentation and Syndication Agent, Banc of America
Securities LLC, Lead Arranger and Book Manager and each of the
Banks party to the Credit Agreement.*
(99) News Release dated October 2, 2000.
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* The schedules and exhibits to this document are not being filed herewith.
The registrant agrees to furnish supplementally a copy of any such schedule
or exhibit to the Securities and Exchange Commission upon request.
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