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): August 2, 1999
A. O. Smith Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-475 39-0619790
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
P.O. Box 23972, Milwaukee, Wisconsin 53223-0972
(Address of principal executive offices, including zip code)
(414) 359-4000
(Registrant's telephone number)
Item 2. Acquisition or Disposition of Assets.
On August 2, 1999, A. O. Smith Corporation (the "Company") acquired
substantially all of the assets of the Motors and Controls Division of MagneTek,
Inc., a Delaware corporation ("MagneTek"), used primarily in the operations of
the business of developing, manufacturing, selling and distributing fractional,
integral and DC electric motors (the "Motors Business"), pursuant to an Asset
Purchase Agreement, dated as of June 28, 1999, among MagneTek, MagneTek Service
(U.K.) Limited and the Company (the "Asset Purchase Agreement"). The Company's
acquisition of the assets of the Motors Business is referred to herein as the
"Acquisition."
Pursuant to the Asset Purchase Agreement, except for certain excluded
assets (including cash, tax refunds, certain third party claims, business
information, MagneTek's business name, certain records, interests in joint
ventures, obligations of affiliates of MagneTek, certain agreements with respect
to commodities, MagneTek's facility in Cegled, Hungary, certain logistics
facilities, certain intellectual property and certain corporate assets), the
Company acquired the stock of six foreign subsidiaries of MagneTek and all of
the business, rights, claims and assets of MagneTek used primarily in the
operation of the Motors Business, including, but not limited to, (a) owned real
property, (b) leased real property, (c) personal property, (d) inventories, (e)
intellectual property, (f) contracts, (g) licenses and permits, (h) books and
records, (i) insurance proceeds, (j) accounts receivable, (k) prepaid expenses,
(l) third party claims, (m) certain logistics facilities and (n) intangible
rights and assets.
As consideration for the assets of the Motors Business, the Company
(i) assumed various liabilities of MagneTek arising out of the Motors Business,
and (ii) paid approximately $250 million in cash at the closing of the
Acquisition, subject to adjustment. The purchase price paid by the Company for
the assets of the Motors Business was determined on the basis of arm's length
negotiations between the parties. The Company funded the Acquisition through
available cash and proceeds from the issuance of commercial paper and borrowings
under a credit facility with Bank of America, N. A., The First National Bank of
Chicago, The Bank of New York, Citibank, N. A., Firstar Bank Milwaukee, N. A., M
& I Marshall & Ilsley Bank, Northwest Bank Wisconsin, N. A., U.S. Bank National
Association, and Wachovia Bank, N. A.
The Asset Purchase Agreement is filed as an exhibit to this Current
Report on Form 8-K and is incorporated herein by reference. The brief summary of
the material provisions of the Asset Purchase Agreement set forth above is
qualified in its entirety by reference to the Asset Purchase Agreement filed as
an exhibit hereto.
MagneTek used the assets of the Motors Business in the business of
developing, manufacturing, selling and distributing fractional, integral and DC
electric motors. The Company intends to continue to use such assets for that
purpose.
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Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The required financial statements for the Motors Business 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 October 18, 1999.
(b) Pro Forma Financial Information.
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 October 18, 1999.
(c) Exhibits.
The exhibit listed in the accompanying Exhibit Index is filed as part
of this Current Report on Form 8-K.
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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.
A. O. SMITH CORPORATION
Date: August 16, 1999 By: /s/ W. David Romoser
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W. David Romoser
Vice President, General Counsel and Secretary
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A. O. SMITH CORPORATION
Exhibit Index to Current Report on Form 8-K
Dated August 2, 1999
Exhibit
Number Description
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(2) Asset Purchase Agreement, dated as of June 28, 1999, among
MagneTek, Inc., MagneTek Service (U.K.) Limited and A. O. Smith
Corporation.*
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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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