UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
February 17, 2007
Date of report (Date of earliest event reported)
ALTRA HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware
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001-33209
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61-1478870 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 14 Hayward Street, Quincy, Massachusetts
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02171 |
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| (Address of principal executive offices)
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(Zip Code) |
(617) 328-3300
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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þ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On
February 17, 2007, Altra Holdings, Inc., a Delaware corporation
(“Altra”), entered
into an Agreement and Plan of Merger (the “Merger Agreement”), by and
among Altra, Forest Acquisition Corporation,
a Delaware
corporation and wholly owned subsidiary of Altra (“Purchaser”), and
TB Wood’s Corporation, a Delaware corporation (“TB Wood’s”).
Under the Merger Agreement, Purchaser will commence, within ten business days, a cash tender offer
(the “Offer”) to acquire all of the outstanding shares of common stock, par value $0.01 per
share, of TB Wood’s at a price of $24.80 per share (the “Merger Consideration”). The
Offer, which is expected to close in April 2007, is subject to at least 66 2/3% of the shares of TB
Wood’s Corporation (adjusted to take into account the potential exercise of certain securities
exercisable for shares of TB Wood’s) being tendered and not withdrawn, as well as other customary
tender offer conditions, including, among others, the expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act. Mr. Thomas C. Foley, the largest stockholder of TB
Wood’s, has entered into a support agreement (the “Support Agreement”), dated February 17,
2007, in which he has agreed to tender 1.6 million shares in the Offer, representing approximately
42.4% of the shares of TB Wood’s currently issued and outstanding. The obligations under the
Support Agreement terminate upon a termination of the Merger Agreement and the payment by TB
Wood’s, in certain circumstances, of a termination fee.
As soon as practicable after the consummation of the Offer and subject to the satisfaction or
waiver of certain conditions set forth in the Merger Agreement, Purchaser will merge with and into
TB Wood’s (the “Merger” and, together with the Offer, the “Transactions”), and TB
Wood’s will become a wholly owned subsidiary of Altra. In the Merger, the shares of TB Wood’s that
remain outstanding following the Offer, other than shares held by Altra or Purchaser or by
stockholders who have validly exercised their appraisal rights under Delaware law, will be
converted into the right to receive the Merger Consideration. The Merger is subject to customary
closing conditions, including, depending on the number of shares held by Purchaser after completion
of the Offer, approval of the Merger by the remaining shareholders of TB Wood’s.
TB Wood’s has agreed to operate its business in the ordinary course until completion of the Merger.
TB Wood’s also has agreed not to solicit or support any alternative acquisition proposals, subject
to customary exceptions for TB Wood’s to respond to an unsolicited “superior proposal”, as defined
in the Merger Agreement, in the exercise of the fiduciary duties of its Board of Directors. In the
event of termination of the Merger Agreement, TB Wood’s may be obligated to pay a termination fee
of $4.5 million under certain circumstances.
The foregoing description of the
Merger Agreement and the Support Agreement is qualified in its entirety by reference to
the full text of the Merger Agreement and Support Agreement, which are attached to this Current Report on Form 8-K as
Exhibit 1.1 and Exhibit 10.1 respectively and incorporated herein by reference. The Merger Agreement has been attached to provide
investors with information regarding its terms. It is not intended to provide any other factual
information about Altra or TB Woods. In particular, the assertions embodied in the
representations and warranties contained in the Merger Agreement are qualified by information in
confidential disclosure schedules provided by Altra and TB Woods to each other in connection
with the signing of the Merger Agreement. These disclosure schedules contain information that
modifies, qualifies and creates exceptions to the representations and warranties set forth in the
Merger Agreement. Moreover, certain representations and warranties in the Merger Agreement were
used for the purpose of allocating risk between Altra and TB Woods rather than establishing
matters as facts. Accordingly, you should not rely on the representations and warranties in the
Merger Agreement as characterizations of the actual state of facts about Altra or TB Woods.
Additional Information
The tender offer described in this Current Report on Form 8-K for the outstanding shares of TB
Wood’s Corporation has not yet commenced, and this announcement is neither an offer to purchase nor
a solicitation of an offer to sell securities. The tender offer will be made only through an Offer
to Purchase and the related Letter of Transmittal. We urge investors and security holders to read
the following documents, when they become available, regarding the tender offer and merger because
they will contain important information: Altra Holdings’ Tender Offer Statement on Schedule TO
including the Offer to Purchase, Letter of Transmittal and Notice of Guaranteed Delivery; and TB
Wood’s Solicitation Recommendation Statement on Schedule 14D-9. These documents and amendments to
these documents will be filed with the
United States Securities and Exchange Commission when the tender offer commences. When these
and other documents are filed with the SEC, they may be obtained free at the SEC’s web site at
http://www.sec.gov. Free copies of each of these documents (when available) also can be obtained
from the information agent for the offer, which will be announced.
Forward-Looking Statements
Certain information included or incorporated by reference in this report may be deemed to be
“forward looking statements” within the meaning of Section 27A of the Securities Act and Section
21E of the Securities Exchange Act, including statements that involve risks, uncertainties and
assumptions. If such risks or uncertainties materialize or such assumptions prove incorrect, the
results of Altra, TB Wood’s and their respective consolidated subsidiaries could differ materially
from those expressed or implied by such forward-looking statements and assumptions. All statements
other than statements of historical fact are statements that could be deemed forward-looking
statements, including the expected benefits and costs of the Transactions; management plans
relating to the Transactions; the expected timing of the completion of the Transactions; the
ability to complete the Transactions considering the various closing conditions; any projections of
earnings, revenues, synergies, accretion, margins or other financial items relating to Altra or TB
Wood’s; any statements of the plans, strategies and objectives of management for future operations,
including the execution of integration plans; any statements of expectation or belief; and any
statements of assumptions underlying any of the foregoing. Risks, uncertainties and assumptions
include the possibility that expected benefits may not materialize as expected; risks related to
the timing or ultimate completion of the Transactions; that, prior to the completion of the
Transactions, the business of Altra or TB Wood’s; that Altra is unable to successfully implement
integration strategies; and other risks that are described from time to time in the companies’ SEC
reports and other filings, including but not limited to those described in the Quarterly Report on
Form 10-Q for the fiscal quarter ended September 29, 2006 for Altra Industrial Motion, a subsidiary
of Altra Holdings, and the Quarterly Report on Form 10-Q for the quarter ended September 29, 2006
for TB Wood’s. Altra and TB Wood’s assume no obligation and do not intend to update these or any
other forward-looking statements.
Item 7.01 Regulation FD Disclosure.
On February 19, 2007,
Altra and TB Woods issued a joint press release announcing that
they had entered into the Merger Agreement. The full text of the press release is filed as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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| Exhibit No. |
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Description |
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1.1
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Agreement and Plan of Merger, dated February 17, 2007,
among Altra Holdings, Inc., Forest Acquisition
Corporation and TB Wood’s Corporation. |
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10.1 |
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Support Agreement, dated February 17, 2007, among Altra Holdings, Inc., Forest Acquisition Corporation and Thomas C. Foley. |
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99.1 |
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Press Release, dated February 19, 2007. |