Exhibit 99.1
For: Alamo Group Inc.
Contact: Donald J. Douglass
Chairman and Chief Executive Officer
210-738-1339 or 203-966-0621
Jim A. Smith
Executive Vice President, Chief Financial
Officer
830-372-9618
For Immediate Release
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Morgen-Walke Associates:
June Filingeri/Jennifer Angell
Media Contact: Merridith Ingram/Eileen King
212-850-5600
ALAMO GROUP INC. STOCKHOLDERS APPROVE MERGER
WITH WOODS EQUIPMENT COMPANY SUBSIDIARY;
RECEIVES SUBSEQUENT LETTER FROM WOODS EQUIPMENT COMPANY
SEGUIN, Texas, November 19, 1998 - Alamo Group Inc. (NYSE:ALG)
announced today that at a Special Stockholders' Meeting held yesterday, its
stockholders approved the previously announced merger agreement between the
Company, WEC Company and AGI Acquisition Corp. WEC and AGI are subsidiaries of
privately held Woods Equipment Company. Alamo stockholders representing
approximately 85 percent of the shares outstanding voted in favor of the merger
agreement, which represents 96 percent of the votes cast.
The transaction is not expected to close until the first quarter of
next year and remains subject to the satisfaction of various conditions,
including the absence of any condition or material adverse change in the
financial or capital markets generally that would reasonably be expected to have
a material adverse effect on the syndication of leveraged bank credit facilities
or the consummation of high yield debt offerings. Based on current market
conditions and after discussions with its financial advisor in the merger, Alamo
believes that this condition is satisfied as of today. WEC disputes this view.
Another condition to closing that must be satisfied is the absence of
certain changes or events that would reasonably be expected to have a material
adverse effect on the Company. On November 18, after the adjournment of the
Special Stockholders' Meeting, the Company received a letter from WEC dated
November 17, in which WEC stated that "the numbers Alamo provided to WEC the
last several days clearly demonstrate that the material adverse effect condition
would ... not be currently satisfied, if WEC were required to make that
determination today." In addition to Alamo's previously reported results of
operations for its third quarter of 1998, the Company has also provided WEC with
certain financial estimates regarding the full year of 1998. These estimates
indicate that results for the full year 1998 will not achieve levels comparable
to those for the full year of 1997. This is based on the 1998 nine-months
results reported November 2, 1998 and the expectation of reduced shipments in
American operations in the fourth quarter. The Company noted, however, that it
does not believe that this decline is a reflection of any material adverse
effect on the Company or its prospects but rather a consequence of the innate
cyclicality of the agricultural industry, the effect of which has been
exacerbated by the severe drought in the areas which constitute the Company's
significant markets. Further, the Company's financial condition and prospects
remain on the same solid footing that existed a year ago and at the time the
merger agreement was signed, notwithstanding the impact of the cyclical decline
and drought referred to above. Accordingly, Alamo continues to believe that all
parties to the merger agreement are required to proceed towards consummating the
merger.
Alamo Group is a leader in the design, manufacture and distribution of
heavy duty, tractor-mounted mowing and vegetation maintenance equipment in
America and Europe. The Company has 1,088 employees in the U.S. and 352 in
Europe, and operates twelve manufacturing facilities. The corporate offices of
Alamo Group Inc. are located in Seguin, Texas, near San Antonio, and the
headquarters for its European operations is located in Salford Priors, England,
near Birmingham.
This release contains forward looking statements that are made pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Forward looking statements involve known and unknown risks and
uncertainties which may cause the Company's actual results in future periods to
differ materially from forecasted results. Among those factors which could cause
actual results to differ materially are the following: market demand, market
softness, competition, weather, seasonality, currency-related issues, and other
risk factors listed from time to time in the Company's SEC reports. The Company
does not undertake any obligation to update the information contained herein,
which speaks only as of this date.
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