UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report: January 28, 1999
CARLISLE COMPANIES INCORPORATED
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(Exact name of registrant specified in its charter)
DELAWARE 1-9278 31-1168055
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
250 SOUTH CLINTON STREET, SUITE 201, SYRACUSE, NY 13202
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(Address of principal executive offices)
315-474-2500
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(Registrant's telephone number)
INFORMATION TO BE INCLUDED IN THE REPORT
Item 1, items 3 through 6 and item 8 are inapplicable and are omitted from this
Report.
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
Prior to the consummation of the transactions described in the
following paragraph, Carlisle SynTec Incorporated ("SynTec"), MAC Reefers, Inc.
("MAC") and MCS Reefers, Inc. ("MCS") were all of the members of Container
Leasing International, LLC (the "Company"), and collectively owned all of the
outstanding membership interests of the Company as follows: (i) SynTec - 60%
membership interest, (ii) MAC - 10% membership interest, and (iii) MCS - 30%
membership interest.
On January 28, 1999 (the "Closing Date"), SynTec, through a wholly
owned subsidiary (collectively, "Seller") sold a 51% membership interest (the
"Transferred Interest") in the Company to MAC. Following the consummation of the
transaction, Seller owns a 9% membership interest in the Company.
The terms of the purchase and sale of the Transferred Interest are more
fully described in the Membership Interest Purchase Agreement, dated as of
January 28, 1999, among the parties thereto. A copy of the Membership Interest
Purchase Agreement is filed as an Exhibit to this Report.
Seller is an indirect wholly owned subsidiary of Carlisle Companies
Incorporated. MAC is a wholly owned subsidiary of Marubeni America Corporation.
The Company is engaged in the business of leasing refrigerated
containers to end-users (the "Business"). The underlying assets of the Company
include (i) certain leased real property, (ii) refrigerated containers,
generator sets and other inventory items, (iii) accounts receivable, and (iv)
leases and other contracts relating to the Business.
The purchase price for the Transferred Interest was $50,000,000 (paid
by wire transfer on the Closing Date). The purchase price was arrived at
pursuant to an arms-length negotiation between the parties.
Other than their respective interests in the Company, there is no
material relationship between Marubeni America Corporation, MAC and their
affiliates, directors and officers, on the one hand, and
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Carlisle Companies Incorporated, Seller and their affiliates, directors and
officers, on the other hand.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed with this Report on
Form 8-K:
REGULATION S-K
EXHIBIT NUMBERS EXHIBIT
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2 Membership Interest Purchase
Agreement, dated as of
January 28, 1999 among the
parties listed thereon.
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION PAGE
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2 Membership Interest Purchase
Agreement, dated as of
January 28, 1999 among the
parties listed thereon.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Dated: February 11, 1999 CARLISLE COMPANIES INCORPORATED
By: /S/ DENNIS J. HALL
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Dennis J. Hall
President
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