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
Date of Report (Date of earliest event reported) November 4, 1997 (October 22,
1997)
CULLIGAN WATER TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware 51-0350629
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Culligan Parkway 60062
Northbrook, Illinois (Zip Code)
(Address of principal
executive offices)
Registrant's telephone number, including area code: (847) 205-6000
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events
On October 22, 1997, the Registrant announced it had reached agreement with
Protean plc, a UK corporation, on the terms of a recommended cash offer to
acquire all of Protean's outstanding shares at a price of 240 pence in cash for
each Protean share. The offer, which is being made by Lazard Brothers on behalf
of a newly-formed wholly owned UK subsidiary of Culligan, values the whole of
the issued share capital of Protean at approximately $172 million and has been
recommended to shareholders by the Protean Board of Directors. As is usual under
UK practice, the offer will become unconditional upon acceptance by holders of
not less than 90 percent of the Protean shares (although Culligan could reduce
this requirement to not less than 50 percent of the shares) and satisfaction of
certain other conditions.
A copy of the Press Release issued by the Registrant with respect to the
proposed acquisition is attached as Exhibit 99.1 hereto and is hereby
incorporated herein in its entirety by reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit 99.1 Press Release dated October 22, 1997 page 3
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.
CULLIGAN WATER TECHNOLOGIES, INC.
Date November 4, 1997 ......................................
Edward A. Christensen
Vice President, General Counsel and
Secretary
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Exhibit 99.1
Contact: Ed Christensen/Katie Whalen
Culligan Water Technologies
(847) 205-5706
FOR IMMEDIATE RELEASE
CULLIGAN WATER TECHNOLOGIES ANNOUNCES RECOMMENDED OFFER
TO ACQUIRE PROTEAN plc
Northbrook, Illinois October 22, 1997 - Culligan Water Technologies, Inc. (NYSE:
CUL) announced it has reached agreement with Protean plc, a UK corporation, on
the terms of a recommended cash offer to acquire all of Protean's outstanding
shares at a price of 240 pence in cash for each Protean share. The offer, which
is to be made by Lazard Brothers on behalf of a newly-formed wholly owned UK
subsidiary of Culligan, values the whole of the issued share capital of Protean
at approximately $172 million and will be recommended to shareholders by the
Protean Board of Directors. As a result of market purchases in November 1996,
Culligan owned approximately 2.96% of Protean's outstanding shares prior to
announcement of the offer. As is usual under UK practice, the offer will become
unconditional upon acceptance by holders of not less than 90 percent of the
Protean shares (although Culligan could reduce this requirement to not less than
50 percent of the shares) and satisfaction of certain other conditions.
Commenting on the offer, Douglas A. Pertz, President and Chief Executive Officer
of Culligan, said today: "Our interest in Protean reflects, primarily, the clear
potential benefits of combining our two respective water technology businesses.
As a result of our wider distribution network, we believe that under Culligan's
ownership Protean can more readily realize the full potential of its water
purification equipment business, particularly in the US. Protean's customer
profile -- scientific, medical and industrial will add to our existing areas of
commercial expertise and operations. In addition, we believe we can enhance the
development prospects of Protean by providing both access to new market
opportunities and greater financial strength to pursue an acquisition strategy.
We are excited by the opportunities presented by this transaction and expect it
to be accretive to earnings in the coming year."
Kenneth I. Wellings, Culligan's Group President, International, added: "The
acquisition of Protean represents a further implementation of our global
expansion strategy. It remains our intent to grow profitably and provide the
highest quality of product, technology and service to our present and future
customers throughout the world."
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Protean manufactures, distributes and services water purification equipment and
analytical and thermal equipment. The companies in the water purification
division of the Protean Group supply equipment which is designed to purify tap
water to the levels needed by scientific, medical and industrial customers. The
companies in the analytical and thermal equipment division supply electric
furnaces and ovens, specialized thermally controlled equipment (including
equipment for freeze-drying and thermal conditioning), instruments and
consumables for use in chromatography, glass and plastic single-use containers
and bench-top analytical equipment.
Protean had total revenues of (Pounds)81.1 million (US$132.5) in the year ended
March 31, 1997, of which (Pounds)38.8 million (US$63.4) related to its water
purification equipment operations and (Pounds)42.4 million (US$69.1) related to
its analytical and thermal equipment operations.
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Culligan Water Technologies, Inc. is one of the world's leading
manufacturers and distributors of water purification and treatment products for
retail, household, bottled water, commercial and industrial applications.
Culligan has been a leader in the water purification and treatment business
since 1936, and its Culligan(R), Everpure(R), and Bruner(R) brands are among the
most recognized in the industry.
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