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):
April 19, 1999
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Blount International, Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-11549 63-0780521
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
incorporation) Number)
4520 Executive Park Drive 36116-1602
Montgomery, Alabama (Zip Code)
(Address of principal executive offices)
(334) 244-4000
(Registrant's telephone number, including area code)
Item 5. Other Events.
On April 19, 1999, Blount International, Inc. issued the following press
release:
Blount International, Inc. ("Blount") (NYSE - BLT.A & BLT.B) and Lehman Brothers
Merchant Banking Partners II L.P. and its affiliated co-investors ("Lehman
Brothers Merchant Banking Partnership") today jointly announce the signing of a
definitive merger agreement providing for the merger of Blount with an entity
wholly-owned by Lehman Brothers Merchant Banking Partnership. Upon completion
of the transaction, Lehman Brothers Merchant Banking Partnership will be the
majority owner of Blount. The total value of the transaction, including equity
and debt, is approximately $1.35 billion.
The merger agreement provides that Blount shareholders may elect to receive $30
in cash for each of their shares or to retain Blount common stock. The election
to retain stock is subject to proration so that, regardless of the elections
among shareholders, approximately 96 percent of the outstanding Blount shares
will be exchanged for cash and approximately 4 percent will be retained by
existing shareholders.
After giving effect to the merger, Lehman Brothers Merchant Banking Partnership
and Blount's current management will own approximately 90 percent of Blount, and
Blount's pre-merger shareholders will own approximately 10 percent. In
connection with the merger, Blount will be capitalized with approximately
$462 million of equity, of which approximately $417 million will be invested by
Lehman Brothers Merchant Banking Partnership and management. Senior credit
commitments and interim term loan commitments for $500 million and $325 million
respectively have been obtained from Lehman Brothers Holdings Inc. to finance
the transaction.
The Blount Holding Company, L.P., which holds shares representing approximately
63 percent of the outstanding Blount stock on a voting basis, has agreed to vote
its shares in favor of the merger. The merger, which is expected to be
consummated during the second or third quarter of 1999, is subject to customary
conditions including the completion of financing, the approval of Blount
stockholders and the expiration of antitrust regulatory waiting periods.
Winton M. (Red) Blount, founder and Chairman of Blount, said, "I am pleased that
this transition of ownership has maximized shareholder value for those who have
invested in this company over the years without sacrificing the future and
financial security of our employees. Since our founding in 1946, hundreds of
thousands of employees have helped build Blount into one of the world's
outstanding companies. The dedicated workforce with which we have been blessed
over the years has been one of our most important assets. This, coupled with
brand leadership, innovative ideas and new product development, and world-class
quality has been a hallmark of our many successes. I am sure that with new
ownership the company will continue to thrive in an ever-growing worldwide
marketplace into the next millennium. Blount has always maintained a reputation
for outstanding accomplishments and our people have always met challenges head
on by delivering beyond the expected. We expect that to continue and we offer
our heartfelt thanks and good wishes for continued success to all."
Blount International, Inc., through its wholly owned subsidiary Blount, Inc.,
operates in three principal business segments: Outdoor Products, Sporting
Equipment, and Industrial and Power Equipment. Blount's products are
manufactured all over the world with sales in over 100 countries. Blount is
headquartered in Montgomery, Alabama.
Lehman Brothers Merchant Banking Partnership is a $2.0 billion institutional
merchant banking fund focused on investments in established operating companies.
In connection with the transaction, The Beacon Group acted as financial advisor
for Blount.
Any offering of securities in connection with the merger will be made only by
means of a prospectus.
Forward looking statements in this release, as defined by the Private Securities
Litigation Reform Law of 1995, involve certain risks and actual results
subsequent to the date of this announcement may differ materially.
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.
BLOUNT INTERNATIONAL, INC.
By: /s/ Harold E. Layman
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Harold E. Layman
Executive Vice President &
Chief Financial Officer
Date: April 20, 1999