UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): August 1, 2003
JLG INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Commission file number: 0-12123
PENNSYLVANIA 25-1199382
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1 JLG DRIVE, MCCONNELLSBURG, PA 17233-9533
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(7l7) 485-5161
Not Applicable
(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
(a) On August 1, 2003, JLG Industries, Inc. (the "Company")
completed its previously announced acquisition of the OmniQuip
business unit ("OmniQuip") of Textron Inc. through an
acquisition of assets from Trak International, Inc., including
all operations relating to the Sky Trak and Lull brand
telehandler products. The purchase price for the acquisition was
$100 million, with $90 million paid in cash at closing and $10
million paid in the form of an unsecured subordinated promissory
note due on the second anniversary of the closing date. Sales
for the purchased operations in calendar year 2002 totaled
approximately $217 million. The acquisition was financed with
proceeds from the sale of the Company's $125 million senior
unsecured notes and a $10 million unsecured subordinated
promissory note in favor of Trak International, Inc. and due on
the second anniversary of the closing date.
(b) QmniQuip manufactures and markets multi-brand telescopic
material handlers and is North America's leading producer of
telescopic material handlers used in numerous applications by
commercial and residential building contractors, as well as by
customers in other construction, military and agricultural
markets. OmniQuip is also a key supplier of telescopic material
handlers to the U.S Army.
Item 5. Other Events and Regulation FD Disclosure.
On July 8, 2003, the Company entered into amendments to its $150 million
revolving credit facility to change the administrative agent bank from
Wachovia to SunTrust Bank, to authorize the OmniQuip transaction and
certain debt and liens that would be incurred thereby, to modify certain
financial covenants to give it greater operating flexibility, and to
change the termination date of the facility from June 18, 2004 to
December 31, 2003. Simultaneously, the Company entered into parallel
amendments to its $25 million overdraft facility.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial statements of business acquired.
Audited financial statements of OmniQuip will be filed with the
Securities and Exchange Commission as an amendment to this
Report on or about October 14, 2003.
(b) Pro forma financial information.
Pro forma financial information will be filed with the
Securities and Exchange Commission as an amendment to the Report
on or about October 14, 2003.
(c) Exhibits.
2 Purchase and Sale Agreement, dated as of July 7,
2003, by and among TRAK International, Inc.,
Textron Inc., JLG Acquisition Corporation, and
JLG Industries, Inc., which appears as Exhibit 2
to the Company's Form S-4 (File No. 333-107468
-- filed July 30, 2003), is hereby incorporated
by reference.
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10 Amendment number four and waiver under Amended
and Restated Credit Agreement, dated July 8,
2003, by and among, JLG Industries, Inc., JLG
Equipment Services, Inc., JLG Manufacturing,
LLC, Fulton International, Inc., Gradall
Industries, Inc., The Gradall Company, Access
Financial Solutions, Inc., JLG Europe BV, JLG
Manufacturing Europe BVBA as Borrowers, the
Lenders (as defined herein), Wachovia Bank,
National Association, as Administrative Agent
and Documentation Agent, and Bank One, Michigan,
as Syndication Agent, which appears as Exhibit
10 to the Company's Form S-4 (File No.
333-107468 -- filed July 30, 2003), is hereby
incorporated by reference.
99.1 Press release of JLG Industries, Inc. dated July
8, 2003, which appears as Exhibit 99.1 to the
Company's Form 8-K (File No. 1-12123 -- filed
July 8, 2003), is hereby incorporated by
reference.
99.2 Press release of JLG Industries, Inc. dated
August 4, 2003.
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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 thereunto duly authorized.
JLG INDUSTRIES, INC.
(Registrant)
Date: August 15, 2003 /s/ James H. Woodward, Jr.
-------------------------------
James H. Woodward, Jr.
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
2 Purchase and Sale Agreement, dated as of July 7, 2003,
by and among TRAK International, Inc., Textron Inc., JLG
Acquisition Corporation, and JLG Industries, Inc., which
appears as Exhibit 2 to the Company's Form S-4 (File No.
333-107468 -- filed July 30, 2003), is hereby
incorporated by reference.
10 Amendment number four and waiver under Amended and
Restated Credit Agreement, dated July 8, 2003, by and
among, JLG Industries, Inc., JLG Equipment Services,
Inc., JLG Manufacturing, LLC, Fulton International,
Inc., Gradall Industries, Inc., The Gradall Company,
Access Financial Solutions, Inc., JLG Europe BV, JLG
Manufacturing Europe BVBA as Borrowers, the Lenders (as
defined herein), Wachovia Bank, National Association, as
Administrative Agent and Documentation Agent, and Bank
One, Michigan, as Syndication Agent, which appears as
Exhibit 10 to the Company's Form S-4 (File No.
333-107468 -- filed July 30, 2003), is hereby
incorporated by reference.
99.1 Press release of JLG Industries, Inc. dated July 8,
2003, which appears as Exhibit 99.1 to the Company's
Form 8-K (File No. 1-12123 -- filed July 8, 2003), is
hereby incorporated by reference.
99.2 Press release of JLG Industries, Inc. dated August 4,
2003.
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