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 12, 1999
Chart Industries, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-11442 34-1712937
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
5885 Landerbrook Drive, Suite 150, Cleveland, Ohio 44124
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(Address of principal executive offices) (Zip Code)
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(Former Name or Former Address, if Changed Since Last Report)
Registrant's telephone number, including area code: (440) 753-1490
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
On April 12, 1999, Chart Industries, Inc. (the "Company") completed
the acquisition of MVE Holdings, Inc. ("MVE"). The acquisition was accomplished
pursuant to an Agreement and Plan of Merger dated as of February 16, 1999, among
Chart Industries, Inc., Chart Acquisition Company and MVE Holdings, Inc. (the
"Agreement"). Chart Acquisition Company is a wholly owned subsidiary of the
Company.
Headquartered in Burnsville, Minnesota, MVE manufactures
vacuum-insulated containment vessels and equipment for storing, transporting and
using cryogenic liquids. These engineering products serve worldwide customers
in the industrial gas, restaurant, medical, agricultural, and liquid natural gas
alternative fuel industries. MVE's products include a wide range of standard
cryogenic storage tanks, specialty tanks, transportation equipment, medical
respiratory products (including liquid oxygen systems), equipment for producing
carbonated beverages and equipment used to store and transport biological matter
and other temperature-sensitive substances. In 1998, MVE had sales of
approximately $208 million. MVE has manufacturing operations in Minnesota,
Georgia, the Czech Republic, Australia and China.
As consideration for this acquisition, Chart Acquisition Company paid
approximately $240 million in cash to purchase all of MVE's common stock and
preferred stock. The purchase price also includes funds used to pay off
existing debt instruments, as well as to complete a tender offer and consent
solicitation for the outstanding 12-1/2% senior secured notes due 2002 issued by
MVE, Inc., a wholly owned subsidiary of MVE. The tender offer and consent
solicitation was priced on April 12, 1999. The purchase price and other terms
of the Agreement were determined through arms-length negotiations. There are no
material relationships between MVE and the Company or any of their affiliates,
directors or officers.
Payment of the purchase price was financed by the Company from
borrowings under its Credit Agreement, dated as of April 12, 1999, between Chart
Industries, Inc., the Subsidiary Borrowers (as defined therein), the Subsidiary
Guarantors (as defined therein), the Lenders (as defined therein), The Chase
Manhattan Bank, as Administrative Agent, and National City Bank, as
Documentation Agent (the "Credit Agreement").
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. Pursuant to Item
7(a)(4) of Form 8-K, the Company will file the required financial statements of
the acquired business by amendment as soon as is practicable, but not later than
60 days after the date on which this Current Report on Form 8-K must be filed.
(b) PRO FORMA FINANCIAL INFORMATION. Pursuant to Item 7(a)(4) of
Form 8-K, the Company will file the required pro forma financial information by
amendment as soon as is
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practicable, but no later than 60 days after the date on which this Current
Report on Form 8-K must be filed.
(c) EXHIBITS.
2.1 Agreement and Plan of Merger, dated as of February 16, 1999, among
Chart Industries, Inc., Chart Acquisition Company and MVE Holdings,
Inc.
2.2 Agreement and Plan of Merger, dated as of February 25, 1999, among
Chart Industries, Inc., Chart Acquisition Company and MVE Investors,
LLC.
10.1 Credit Agreement, dated as of April 12, 1999, between Chart
Industries, Inc., the Subsidiary Borrowers (as defined therein), the
Subsidiary Guarantors (as defined therein), the Lenders (as defined
therein), The Chase Manhattan Bank, as Administrative Agent, and
National City Bank, as Documentation Agent.
10.2 Indemnification and Warrant Purchase Agreement, dated as of April 12,
1999, among Chart Industries, Inc., MVE Holdings, Inc. and each of the
former members of MVE Investors, LLC listed on the signature pages
thereto.
10.3 Form of Promissory Note.
10.4 Form of Mortgage, Assignment of Rents, Security Agreement and Fixture
Filing.
10.5 Warrant Agreement, dated as of April 12, 1999, between Chart
Industries, Inc. and each of the persons listed on the signature pages
thereto.
10.6 Escrow Agreement, dated as of April 12, 1999, by and among MVE
Holdings, Inc., Chart Industries, Inc., Chart Acquisition Company, ACI
Capital I, LLC, in its own capacity and, with respect to the Class B
Escrow Amount (as defined therein), as agent and attorney-in-fact for
each of the former members of MVE Investors, LLC listed therein, and
Firstar Bank of Minnesota, N.A.
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SIGNATURE
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.
CHART INDUSTRIES, INC.
Date: April 27, 1999 By: /s/ Don A. Baines
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Don A. Baines
Chief Financial Officer and Treasurer
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EXHIBIT INDEX
Exhibit Description Of Exhibit
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2.1 Agreement and Plan of Merger, dated as of February 16, 1999, among
Chart Industries, Inc., Chart Acquisition Company and MVE Holdings,
Inc.
2.2 Agreement and Plan of Merger, dated as of February 25, 1999, among
Chart Industries, Inc., Chart Acquisition Company and MVE Investors,
LLC.
10.1 Credit Agreement, dated as of April 12, 1999, between Chart
Industries, Inc., the Subsidiary Borrowers (as defined therein), the
Subsidiary Guarantors (as defined therein), the Lenders (as defined
therein), The Chase Manhattan Bank, as Administrative Agent, and
National City Bank, as Documentation Agent.
10.2 Indemnification and Warrant Purchase Agreement, dated as of April 12,
1999, among Chart Industries, Inc., MVE Holdings, Inc. and each of the
former members of MVE Investors, LLC listed on the signature pages
thereto.
10.3 Form of Promissory Note.
10.4 Form of Mortgage, Assignment of Rents, Security Agreement and Fixture
Filing.
10.5 Warrant Agreement, dated as of April 12, 1999, between Chart
Industries, Inc. and each of the persons listed on the signature pages
thereto.
10.6 Escrow Agreement, dated as of April 12, 1999, by and among MVE
Holdings, Inc., Chart Industries, Inc., Chart Acquisition Company, ACI
Capital I, LLC, in its own capacity and, with respect to the Class B
Escrow Amount (as defined therein), as agent and attorney-in-fact for
each of the former members of MVE Investors, LLC listed therein, and
Firstar Bank of Minnesota, N.A.
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