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: April 20, 2001
(Date of earliest event reported)
The Manitowoc Company, Inc.
(Exact name of registrant as specified in its charter)
Wisconsin 1-11978 39-0448110
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
500 South 16th Street, Manitowoc, Wisconsin 54221-0066
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(Address of principal executive offices including zip code)
(920) 684-4410
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(Registrant's telephone number)
INFORMATION TO BE INCLUDED IN THE REPORT
Item 7. Financial Statements and Exhibits
(c) Exhibits.
See the Exhibit Index following the Signature page of this report,
which is incorporated herein by reference.
Item 9. Regulation FD Disclosure
As previously disclosed, on March 4, 2001, The Manitowoc Company, Inc.
(the "Company") submitted a binding offer to acquire from Legris Industries SA
all of the outstanding capital stock of Potain SA ("Potain"), a leading
designer, manufacturer and supplier of tower cranes for the building and
construction industry (the "Acquisition"). The Acquisition is expected to close
in the second quarter of calendar 2001.
The total purchase cost for the Acquisition will be approximately FRF
2.15 billion (approximately U.S. $307.7 million, based upon the noon buying rate
of the Federal Reserve Bank of New York on December 29, 2000), plus net cash at
December 31, 2000, subject to a post-closing adjustment to reflect Potain's net
income for the period from January 1, 2001 through the closing of the
Acquisition. The Acquisition is intended to be financed through the issuance of
(euro) 175 million in senior subordinated notes and a senior credit facility
inclusive of a $125 million revolver and term loans of $200 million and $150
million. The Company is in the process of attempting to arrange this financing.
Certain pro forma financial information for the Company, which gives effect to
this Acquisition and related financing transactions, is filed as Exhibit 99.1 to
this report, which is incorporated by reference herein.
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.
THE MANITOWOC COMPANY, INC.
Date: April 20, 2001 /s/ Glen E. Tellock
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Glen E. Tellock, Senior Vice President and
Chief Financial Officer
2
THE MANITOWOC COMPANY, INC.
EXHIBIT INDEX
TO
FORM 8-K CURRENT REPORT
DATED AS OF APRIL 20, 2001
Exhibit
Number Description
99.1 Unaudited Pro Forma Condensed Consolidated Financial Statements of The
Manitowoc Company, Inc. and Potain SA.