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
Date of Report (Date of earliest event reported): December 7, 2003
DENISON INTERNATIONAL PLC
(Exact name of registrant as specified in charter)
ENGLAND AND WALES 000-29358 NOT APPLICABLE
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
14249 INDUSTRIAL PARKWAY, MARYSVILLE, OHIO 43040
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (937) 644-4437
NOT APPLICABLE
(Former name or former address, if changed from last report)
ITEM 5. OTHER EVENTS
On December 7, 2003, Denison International plc, a public limited company
organized under the laws of England and Wales (the "Company"), entered into an
Acquisition Agreement (the "Acquisition Agreement") with Parker-Hannifin
Corporation, an Ohio corporation ("Purchaser"). The Acquisition Agreement
provides that, subject to its terms and conditions, (i) Purchaser will make cash
tender offers (collectively, the "Offer") to acquire all of the issued and
outstanding Ordinary Shares, $0.01 par value, of the Company (the "Ordinary
Shares"), including those represented by American Depositary Shares ("ADSs"),
and all of the issued and outstanding A Ordinary Shares, (pound) 8.00 par
value, of the Company (the "A Ordinary Shares" and, together with the Ordinary
Shares and the ADSs, the "Shares"), each in return for the payment by Purchaser
of an amount in cash equal to $24.00 per Share or such higher price as may be
paid in the Offer (the "Per Share Amount"), in each case net to the seller in
cash; and (ii) following consummation of the Offer, if Shares representing at
least 90% of the Ordinary Shares on a fully diluted basis and at least 90% of
the A Ordinary Shares on a fully diluted basis are tendered, a UK staturoty
squeeze-out of the remaining Shares shall be consummated by Purchaser in
accordance with Sections 428 to 430F of the Companies Act of 1985. The
consummation of the Offer is subject to certain conditions, including (i) that
at least 90% of the Ordinary Shares and 90% of the A Ordinary Shares, in each
case, on a fully diluted basis, are tendered and not withdrawn in the Offer and
(ii) receipt of antitrust clearances in the United States and abroad.
Contemporaneously with the execution and delivery of the Acquisition
Agreement, certain shareholders of the Company holding in the aggregate in
excess of 90% of the outstanding A Ordinary Shares and approximately 47% of the
Ordinary Shares, including those represented by ADSs, entered into Tender
Agreements with Purchaser (collectively, the "Tender Agreements"), pursuant to
which each such shareholder has, among other things, agreed to tender all of its
Shares in the Offer. The Tender Agreements shall remain in effect until the
earlier of the (i) tender of the Shares in the Offer in accordance with the
terms of the Tender Agreements and (ii) termination of the Acquisition Agreement
in accordance with its terms.
The information set forth above does not purport to be and is not a
complete description of the terms and conditions set forth in the Acquisition
Agreement or the Tender Agreements and is qualified in its entirety by reference
to the full text of the Acquisition Agreement and the form of Tender Agreement,
copies of which are being filed herewith as Exhibits 2.1 and 99.1, respectively,
and which are incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of businesses acquired:
None.
(b) Pro Forma financial information:
None.
(c) Exhibits:
2.1 Acquisition Agreement, dated as of December 7, 2003, by and
between the Company and Purchaser. Pursuant to Rule 601(b)(2)
of Regulation S-K, certain schedules to the Acquisition
Agreement have been omitted from this filing. The Company
agrees to furnish supplementally a copy of any omitted schedule
to the Securities and Exchange Commission upon request.
99.1 Form of Tender Agreement, each dated as of December 7, 2003, by
and between Purchaser and the stockholder of the Company named
therein. In accordance with Instruction 2 to Rule 601(a) of
Regulation S-K, the Company is filing a form of Tender
Agreement as all Tender Agreements executed by stockholders of
the Company are substantially identical in all material
respects. In accordance with Instruction 2 to Rule 601(a) of
Regulation S-K, the Company has also attached as Schedule I
hereto a list identifying the documents omitted from this
filing.
99.2 Joint Press Release issued by the Company and Purchaser
announcing the execution of the Acquisition Agreement, dated
December 8, 2003.
ITEM 9. REGULATION FD DISCLOSURE
On December 8, 2003, the Company and Purchaser issued a joint press
release announcing the execution of the Acquisition Agreement. A copy of the
joint press release is being filed herewith as Exhibit 99.2.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
DENISON INTERNATIONAL PLC
By: /s/ Bruce A. Smith
--------------------------------
Name: Bruce A. Smith
Title: Chief Financial Officer
Dated: December 8, 2003
EXHIBIT INDEX
Exhibit Document
- ------- --------
2.1 Acquisition Agreement (the "Acquisition Agreement"), dated as of
December 7, 2003, by and between Denison International plc (the
"Company"), and Parker-Hannifin Corporation (the "Purchaser").
Pursuant to Rule 601(b)(2) of Regulation S-K, certain schedules to
the Acquisition Agreement have been omitted from this filing; the
Company agrees to furnish supplementally a copy of any omitted
schedule to the Securities and Exchange Commission upon request.
99.1 Form of Tender Agreement, each dated as of December 7, 2003, by and
between Purchaser and the stockholder of the Company named therein.
In accordance with Instruction 2 to Rule 601(a) of Regulation S-K,
the Company is filing a form of Tender Agreement as all Tender
Agreements executed by stockholders of the Company are substantially
identical in all material respects. In accordance with Instruction 2
to Rule 601(a) of Regulation S-K, the Company has also attached as
Schedule I hereto a list identifying the documents omitted from this
filing.
99.2 Joint Press Release of the Company and Purchaser announcing the
execution of the Acquisition Agreement, dated December 8, 2003.
Schedule I
Omitted Documents
TENDER AGREEMENTS
1. Tender Agreement, dated as of December 7, 2003, by and among
Parker-Hannifin Corporation, an Ohio corporation ("Purchaser"),
and Prudential Bache Nominee Ltd., Roy Nominees Ltd., Rupert
Nicholas Hambro and Elizabeth Jane Hall.
2. Tender Agreement, dated as of December 7, 2003, by and among
Purchaser and J. Colin Keith, Anders C. H. Brag, Enrique
Foster Gittes and David Weir.
3. Tender Agreement, dated as of December 7, 2003, by and between
Purchaser and EGI Investments Ltd.
4. Tender Agreement, dated as of December 7, 2003, by and between JO
Hambro Capital Management Limited and Purchaser.
5. Tender Agreement, dated as of December 7, 2003, by and between
Purchaser and Witham Management Corporation.