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): January 29, 1999
A.S.V., INC.
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(Exact name of registrant as specified in its charter)
Minnesota 0-25620 41-1459569
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
840 Lily Lane, P.O. Box 5160, Grand Rapids, Minnesota 55744
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (218) 327-3434
Not Applicable
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(Former name or former address, if changed since last report)
Item 1. CHANGES IN CONTROL OF REGISTRANT.
On January 29, 1999, A.S.V., Inc. (the "Registrant") closed a
transaction (the "Transaction") with Caterpillar Inc. ("Caterpillar") whereby
the following events occurred: (i) Caterpillar purchased 1,000,000 newly issued
shares of the Registrant's Common Stock, par value $.01 per share (the " Common
Stock"); (ii) the Registrant canceled an outstanding option issued to
Caterpillar (the "Option") to purchase 1,579,000 shares of the Registrant's
Common Stock (the "Option Shares") at an exercise price of $18.00 per share;
(iii) the Registrant issued to Caterpillar a warrant (the "Warrant") to purchase
up to 10,267,127 shares of the Registrant's Common Stock (the "Warrant Shares")
at an exercise price of $21.00 per share; (iv) the Board of Directors of the
Registrant increased the number of seats constituting the Board of Directors by
two, fixing the total number of such seats of the Board of Directors at ten, and
appointed, as designated by Caterpillar, Richard A. Benson and Richard A. Cooper
to fill the two newly created vacancies; and (v) Caterpillar delivered to the
Registrant, by wire transfer, consideration for the Transaction of $18,000,000
(the "Cash Consideration").
The Transaction occurred pursuant to a securities purchase agreement
(the "Purchase Agreement") dated October 14, 1998 between the Registrant and
Caterpillar. Under the Purchase Agreement, the Option was granted to Caterpillar
in consideration for Caterpillar's agreement to enter into the Transaction with
the Registrant. In addition, the Registrant agreed, for the Cash Consideration,
to issue the 1,000,000 shares of the Registrant's Common Stock, to issue the
Warrant, and to increase the Board of Directors by two seats and to appoint two
individuals designated by Caterpillar to such seats. The Cash Consideration was
paid by Caterpillar from its generally available cash funds. In connection with
the execution of the Purchase Agreement, the Registrant and Caterpillar also
entered into a Commercial Alliance Agreement which provides the Registrant with
access to Caterpillar's dealer network and various management, financial and
engineering resources.
The Purchase Agreement and the transactions contemplated thereunder,
including the issuance to Caterpillar of the 1,000,000 shares of the
Registrant's Common Stock and the Warrant and the issuance of the Warrant Shares
upon exercise of the Warrant, were approved by the shareholders of the
Registrant at a special meeting of the shareholders of the Registrant held on
January 28, 1999.
Prior to the date of the Purchase Agreement, Caterpillar did not own
any shares of the Registrant's Common Stock. Following the closing of the
Transaction, Caterpillar owns the 1,000,000 shares of Common Stock, representing
approximately 8.8% of the Registrant's outstanding Common Stock (assuming the
exercise of all currently outstanding options and warrants), and has the right
to acquire the Warrant Shares through the exercise of the Warrant. As a result,
Caterpillar has, assuming the Warrant were exercised in full, the sole power to
vote or direct the voting of, and to dispose or to direct the disposition of
11,267,127 shares of Common Stock. Such shares, including the Warrant Shares,
constitute approximately 52% of the
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outstanding Common Stock of the Registrant (assuming the exercise of all
currently outstanding options and Warrants).
For additional information regarding the Transaction, see the
Registrant's Definitive Proxy Statement on Schedule 14A filed with the
Commission on December 23, 1998.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
Exhibit Description of Exhibit
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2(a) Securities Purchase Agreement dated as of October 14, 1998 between
Caterpillar Inc. and A.S.V., Inc. *
(b) Warrant Certificate issued to Caterpillar as of the closing of the
transactions contemplated by the Purchase Agreement
(c) Option Certificate dated as of October 14, 1998 between Caterpillar Inc.
and A.S.V., Inc. *
(d) Voting Agreement dated as of October 13, 1998 by certain shareholders of
A.S.V., Inc. and Caterpillar Inc. *
(e) Commercial Alliance Agreement dated October 14, 1998 between
Caterpillar Inc. and A.S.V., Inc. *
99 Press release dated January 29, 1999
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* Incorporated by reference to the like-numbered exhibit in the Registrant's
Current Report on Form 8-K filed with the Commission on October 27, 1998.
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.
Date: February 10, 1999 A.S.V., INC.
/s/ Thomas R. Karges
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Thomas R. Karges
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Description of Exhibit
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2(a) Securities Purchase Agreement dated as of October 14, 1998 between
Caterpillar Inc. and A.S.V., Inc. *
(b) Warrant Certificate issued to Caterpillar as of the closing of the
transactions contemplated by the Purchase Agreement
(c) Option Certificate dated as of October 14, 1998 between Caterpillar
Inc. and A.S.V., Inc. *
(d) Voting Agreement dated as of October 13, 1998 by certain shareholders
of A.S.V., Inc. and Caterpillar Inc. *
(e) Commercial Alliance Agreement dated October 14, 1998 between
Caterpillar Inc. and A.S.V., Inc. *
99 Press release dated January 29, 1999
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* Incorporated by reference to the like-numbered exhibit in the Registrant's
Current Report on Form 8-K filed with the Commission on October 27, 1998.
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