UNITED STATES
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
December 24, 2001
Date of Report (Date of earliest event reported)
NCH CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-5838 75-0457200
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
2727 Chemsearch Boulevard
Irving, Texas 75062
(Address of principal executive offices) (Zip code)
(972) 438-0211
(Registrant's telephone number, including area code)
Item 5. OTHER EVENTS.
(a) On December 24, 2001, NCH Corporation ("NCH") announced that it has
signed a definitive merger agreement for the acquisition by Irvin Levy,
NCH's President and Chairman, and his brother, Lester Levy, and members
of their families of all of NCH Corporation's outstanding common stock
not owned by the Levy family for $52.50 per share in cash. A copy of
the merger agreement is attached as an exhibit to this report and is
incorporated herein by reference.
A special committee of independent directors of NCH Corporation
retained an independent investment banking firm to assist the committee
in evaluating and negotiating the Levy family's initial proposal to
acquire the company for $47.50
per share made on September 28, 2001. Following extensive negotiations
and the receipt of a fairness opinion from its financial advisor, the
committee unanimously approved a revised offer by the Levy family at a
price of $52.50, which represents a premium of 34% over the closing
stock price on September 28, 2001, the last day of trading prior to the
announcement of the original offer.
On December 24, 2001, NCH also announced that a definitive settlement
agreement has been executed in the purported class action litigation
stemming from the Levy family's buyout proposal. The settlement is
subject to court approval.
A copy of the press release is attached as an exhibit to this report
and is incorporated herein by reference.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of December 24, 2001,
among Ranger Holding LLC, Ranger Merger Corporation and NCH
Corporation.
99.1 Press Release, dated December 24, 2001.
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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.
Dated: December 26, 2001 NCH CORPORATION
By:
/s/ Joe Cleveland
---------------------------------
Name: Joe Cleveland
Title: Vice President & Secretary
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------- -----------
2.1 Agreement and Plan of Merger, dated as of December 24, 2001,
among Ranger Holding LLC, Ranger Merger Corporation and NCH
Corporation.
99.1 Press Release, dated December 24, 2001.
4