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) December 2, 1997 (December 12,
1997)
CULLIGAN WATER TECHNOLOGIES, INC.
(Exact name of registrant as specified in itscharter)
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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 2. Acquisition or Disposition of Assets
On December 2, 1997, the Registrant declared its recommended cash offer to
acquire all of the outstanding shares of Protean plc, a United Kingdom
corporation ("Protean"), unconditional in all respects. As a result, the
Registrant has successfully completed its offer to acquire Protean. As of
December 2, 1997, the Registrant owned or had received valid acceptances for an
aggregate of 97.9% of Protean's outstanding shares. The Registrant expects to
acquire the remaining outstanding shares of Protean in accordance with United
Kingdom law which will result in Protean becoming an indirect wholly-owned
subsidiary of the Registrant.
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.
The offer, which was made by Lazard Brothers on behalf of a newly-formed
wholly owned UK subsidiary of the Registrant, valued the whole of the issued
share capital of Protean at approximately $172 million and was recommended to
shareholders by the Protean Board of Directors. The price offered to Protean
shareholders was determined by arms-length negotiations between the Registrant
and Protean's Board of Directors. The source of the funds used in the
acquisition were the borrowings under the Registrant's Credit Agreement dated as
of April 30, 1997 among the Borrowers, as defined therein, Bank of America
Illinois as an Administrative Agent, Swing Line Lender and Letter of Credit
Issuing Lender, Harris Trust and Savings Bank, as Documentation Agent, The First
National Bank of Chicago, as Syndication Agent, and the financial institutions
party thereto and Short-Term Credit Agreement dated as of April 30, 1997 among
the Borrowers, as defined therein, Bank of America Illinois, as Administrative
Agent, Swing Line Lender and Letter of Credit Issuing Lender, Harris Trust and
Savings Bank, as Documentation Agent, the First National Bank of Chicago, as
Syndication Agent, and the financial institutions party thereto filed as
Exhibits 10.14 and 10.15 to the Registrant's Quarterly Report of Form 10-Q for
the quarter ended
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July 31, 1997 and borrowings under a $100 million credit
facility with The First National Bank of Chicago attached as Exhibit 10.19
hereto.
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired
The consolidated financial statements of Protean required by this Item 7(a)
will be filed by amendment not later than 60 days after the date that this
initial report on Form 8-K was required to be filed.
(b) Proforma financial information
Unaudited proforma condensed financial information required by this Item
7(b) will be filed by amendment not later than 60 days after the date that this
initial report on Form 8-K was required to be filed.
(c) Exhibits
Exhibit 10.19 Credit Agreement dated October 21, 1997
between the Registrant and The First
National Bank of Chicago pages 4-18
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 December 12, 1997 .....................................
Edward A. Christensen
Vice President, General Counsel and
Secretary
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