UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): OCTOBER 3, 1997
APPLIED POWER INC.
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(Exact name of Registrant as specified in its charter)
WISCONSIN 1-11288 39-0168610
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(State of incorporation) (Commission File No.) (I.R.S. Employer Id. No.)
13000 WEST SILVER SPRING DRIVE
BUTLER, WISCONSIN 53007
MAILING ADDRESS: P.O. BOX 325, MILWAUKEE, WISCONSIN 53201
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(Address of principal executive offices) (Zip Code)
(414) 781-6600
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(Registrant's telephone number, including area code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 6, 1997, Applied Power Inc. ("Applied Power") announced that
its wholly owned subsidiary TVPA Corp., a Delaware corporation (the
"Purchaser"), had accepted for payment all shares of common stock, par value
$.01 per share (the "Common Stock"), including the associated rights to
purchase Series A Junior Participating Preferred Stock (together with the
Common Stock, the "Shares"), of Versa Technologies, Inc., a Delaware
corporation ("Versa/Tek"), which had been tendered pursuant to the Purchaser's
tender offer (the "Offer") to purchase all outstanding Shares at a price of
$24.625 per Share, net to the seller in cash, without interest thereon. The
Offer expired, as scheduled, on October 3, 1997. Pursuant to the Offer, the
Purchaser (and Applied Power through its ownership of the Purchaser) acquired
approximately 95% of the outstanding Shares. As a result of the merger (the
"Merger") of the Purchaser with and into Versa/Tek effective October 9, 1997
(the "Effective Date"), in which each outstanding Share not tendered pursuant
to the Offer was converted into the right to receive $24.625 per Share in cash
(without interest) and each outstanding share of common stock of the Purchaser
was converted into one share of Common Stock of Versa/Tek, Versa/Tek became a
wholly owned subsidiary of Applied Power.
The Offer and the Merger
The Offer was made and the Merger was effected pursuant to the Agreement
and Plan of Merger, dated as of September 2, 1997, among the Purchaser, Applied
Power and Versa/Tek (the "Merger Agreement"). Because the Purchaser owned more
than 90% of the outstanding Shares after consummation of the Offer, the Merger
was effected as a "short-form merger" under Section 253 of the Delaware General
Corporation Law (the "DGCL") by action of the Purchaser's Board of Directors
and sole stockholder, Applied Power, without a vote of the stockholders of
Versa/Tek, upon the filing of a Certificate of Ownership and Merger with the
Delaware Secretary of State on the Effective Date. The purpose of the Merger
was to complete the acquisition of the entire equity interest in, and control
of, Versa/Tek by Applied Power pursuant to the Merger Agreement.
The $24.625 per Share cash price in the Offer and the Merger, and the
other terms of the Merger Agreement, were the result of arms-length
negotiations between Applied Power and Versa/Tek prior to the execution of the
Merger Agreement and the consummation of the Offer. A total of 5,719,608
outstanding Shares were acquired as a result of the Offer and the Merger for a
total purchase price of approximately $140,845,000. Former holders of Shares
who do not wish to accept the $24.625 per Share cash payment pursuant to the
Merger have the right under the DGCL to dissent from the Merger and to seek an
appraisal of, and be paid the "fair value" for, their Shares as provided in the
DGCL.
As contemplated by the Merger Agreement, promptly following the purchase
by the Purchaser of Shares pursuant to the Offer, a majority of the members of
the Board of Directors of Versa/Tek resigned and the remaining Board members
filled the positions vacated with persons designated by Applied Power. Also,
certain officers of Versa/Tek resigned, and the Board of Directors of
Versa/Tek, as so reconstituted, elected designees of Applied Power as officers
of Versa/Tek.
Upon consummation of the Merger, when Versa/Tek became a wholly owned
subsidiary of Applied Power, the Shares were delisted from trading on The
Nasdaq Stock Market, Inc.'s National Market, and a filing was made with the
Securities and Exchange Commission (the "Commission") to suspend Versa/Tek's
reporting obligations and terminate the registration of the Shares under the
Securities Exchange Act of 1934, as amended.
Versa/Tek's Annual Report on Form 10-K for the fiscal year ended March 31,
1997 described Versa/Tek's business as follows:
The Company comprises three business segments serving diverse
markets. The Electronics Segment designs and manufactures custom
electronic and electrical systems for a broad range of
applications. The Engineered Materials Segment fabricates custom
components from elastomers for special applications requiring
a high degree of engineering expertise and product quality. The
Fluid Power Segment manufactures custom engineered cylinders;
hydraulic devices that raise, lower, stabilize, or level
semitrailers, trucks, recreational vehicles and a variety of
off-highway vehicles and equipment; and electrically powered systems
that serve as drive mechanisms for slideout rooms on trailers and
recreational vehicles.
Applied Power is undertaking a thorough review of Versa/Tek's operations
and studying the manner in which the operations of the two companies can best
be optimized, and intends to take such actions as a result of this review as
may be deemed appropriate under the circumstances. Applied Power currently
intends to continue the primary business operations of Versa/Tek, and to
continue to use the Versa/Tek physical assets of such primary business
operations for that purpose, while integrating such operations with its own.
Financing of the Offer and the Merger
The total amount of funds required to consummate the Offer and the Merger
is currently estimated to be approximately $144 million, including related fees
and expenses. The Purchaser obtained all of the funds it expended from Applied
Power. To provide the necessary funds, Applied Power entered into a Credit
Agreement (the "Credit Agreement") with Bank of America National Trust and
Savings Association ("BoA"), as Agent, and the other financial institutions
from time to time party thereto (initially BoA and PNC Bank, National
Association), providing for a $140 million 364-day revolving credit facility
(the "Facility"). The Credit Agreement was arranged by BancAmerica Securities,
Inc. ("BASI").
Applied Power has executed a commitment letter dated September 24, 1997
(the "September Commitment Letter") issued by BoA, and by BASI as arranger,
providing for the refinancing of Applied Power's current $170 million revolving
credit facility with a new $350 million 5-year revolving credit facility (the
"New Facility"). Applied Power intends to repay its borrowings under the
Facility using funds received under the New Facility when this financing is
finalized. The New Facility is to be used to finance the remaining expenses of
the Offer and the Merger, to refinance existing indebtedness (including the
Facility), and for other general corporate purposes. Pending finalization of
the New Facility, funds required for the Offer and the Merger in excess of the
proceeds of the Facility have been or will be provided by Applied Power from
working capital and the existing $170 million revolving credit facility.
Additional Information
Further information concerning the Offer, the Merger and the financing
thereof is contained in the Tender Offer Statement on Schedule 14D-1 filed by
Applied Power and the Purchaser with the Commission on September 5, 1997, as
amended (the "Schedule 14D-1"), which includes the Offer to Purchase dated
September 5, 1997 (the "Offer to Purchase"), and in the
Solicitation/Recommendation Statement on Schedule 14D-9, dated September 5,
1997 (the "Schedule 14D-9"), filed by Versa/Tek in connection with the Offer.
The Merger Agreement, the Credit Agreement, the September Commitment Letter,
the Offer to Purchase and certain related documents are described in and filed
as exhibits to the Schedule 14D-1 and are incorporated herein by reference.
The descriptions thereof herein do not purport to be complete and are qualified
in their entirety by reference to the provisions of the respective documents.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired:
The following financial statements of Versa/Tek (Commission File No.
0-5240) are incorporated herein by reference to pages 13 through 25 of
Versa/Tek's 1997 Annual Report to Shareholders (such financial statements
having been incorporated by reference in Versa/Tek's Annual Report on
Form 10-K for the fiscal year ended March 31, 1997 from the 1997 Annual
Report to Shareholders):
Consolidated Statements of Earnings for the years ended March 31,
1997, 1996 and 1995
Consolidated Balance Sheets as of March 31, 1997 and 1996
Consolidated Statements of Shareholders' Equity for the years ended
March 31, 1997, 1996 and 1995
Consolidated Statements of Cash Flows for the years ended March 31,
1997, 1996 and 1995
Notes to Consolidated Financial Statements
Independent Auditors' Report
The following unaudited consolidated financial statements of
Versa/Tek are incorporated herein by reference to pages 3 through 7 of
its Quarterly Report on Form 10-Q for the quarterly period ended June 30,
1997:
Consolidated Balance Sheet as of June 30, 1997
Consolidated Statements of Earnings for the three months ended June
30, 1997 and 1996
Consolidated Statements of Cash Flows for the three months ended
June 30, 1997 and 1996
Notes to Financial Statements
(b) Pro Forma Financial Information:
It is impracticable to provide the required pro forma financial
information at the time this report is being filed. Appropriate pro
forma financial information relating to Applied Power Inc. will be filed
as soon as practicable as an amendment to this report, and in any event
not later than December 17, 1997.
(c) Exhibits:
See the Exhibit Index following the Signature page of this report,
which is incorporated herein by reference.
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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 thereunto duly authorized.
APPLIED POWER INC.
Date: October 20, 1997 By: /s/Robert C. Arzbaecher
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Robert C. Arzbaecher,
Vice President and
Chief Financial Officer
APPLIED POWER INC.
(COMMISSION FILE NO. 1-11288)
EXHIBIT INDEX
TO
FORM 8-K CURRENT REPORT
Date of Report: October 3, 1997
INCORPORATED HEREIN FILED
EXHIBIT DESCRIPTION BY REFERENCE TO HEREWITH
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Exhibit 2 Agreement and Exhibit (c)(1) to
Plan of Merger, Applied Power Inc.'s
dated as of Tender Offer Statement
September 2, 1997, on Schedule 14D-1 filed
among Applied Power on September 5, 1997 (the
Inc., TVPA Corp. and "Schedule 14D-1") (File
Versa Technologies, No. 5-13342)
Inc.
Exhibit 4.1 Credit Agreement, Exhibit (b)(2) filed with
dated as of October 3, Amendment No. 3 to the
1997, among Applied Schedule 14D-1 on
Power Inc., Bank of October 6, 1997
America National
Trust and Savings
Association, as Agent,
and the other financial
institutions party thereto
Exhibit 4.2 Commitment Letter Exhibit (b)(3) filed with
between Bank of Amendment No. 3 to the
America National Schedule 14D-1 on
Trust and Savings October 6, 1997
Association, BancAmerica
Securities, Inc. and
Applied Power Inc.
dated September 24, 1997
(including the Summary
of Terms and Conditions
attached thereto)
EI-1
INCORPORATED HEREIN FILED
EXHIBIT DESCRIPTION BY REFERENCE TO HEREWITH
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Exhibit 23 Consent of Deloitte & X
Touche LLP
Exhibit 99.1 Consolidated balance X
sheets of Versa Tech-
nologies, Inc. and
subsidiaries as of
March 31, 1997 and
1996 and related con-
solidated statements
of earnings, shareholders'
equity and cash flows for
each of the three years in
the period ended March 31,
1997, and the notes thereto
and auditors' report thereon,
incorporated by reference in
Item 7(a) of this report
Exhibit 99.2 Unaudited consolidated X
balance sheet of Versa
Technologies, Inc. and
subsidiaries as of June 30,
1997 and the related
consolidated statements
of earnings and cash flows
for the three months ended
June 30, 1997 and 1996, and
the notes thereto, incor-
porated by reference in
Item 7(a) of this report
Exhibit 99.3 Offer to Purchase, dated Exhibit (a)(1) to the
September 5, 1997 Schedule 14D-1
EI-2