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
March 28, 2007
Date of Report (Date of earliest event reported)
ALTRA HOLDINGS, INC.
ALTRA INDUSTRIAL MOTION, INC.
(Exact name of registrant as specified in its charter)
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Delaware
Delaware
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001-33209
333-124944
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61-1478870
30-0283143 |
(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
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Quincy, Massachusetts
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02171 |
(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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Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 7.01 Regulation FD Disclosure
On March 28, 2007, Altra Industrial Motion, Inc. (the “Company”) issued a press
release announcing that it has commenced a private “tack-on” offering of $105
million aggregate principal amount of its 9% senior secured notes due 2011 pursuant
to Rule 144A and Regulation S under the Securities Act of 1933 (the “Securities
Act”). The press release is attached hereto as Exhibit 99.1.
As part of the offering materials prepared in connection with this private
offering, the Company has disclosed certain unaudited pro forma financial data that
give effect to the Company’s previously announced (but not yet completed)
acquisition of TB Wood’s Corporation as well as certain other transactions described
therein. The unaudited pro forma financial data is attached hereto as Exhibit 99.2
as is incorporated herein by reference.
The unaudited pro forma financial data relates to Altra Industrial Motion, Inc.
and not to Altra Holdings, Inc.
The information furnished in Item 7.01 of this Form 8-K and Exhibit 99.2
attached hereto shall not be deemed “filed” for purposes of Section 18 of the
Securities and Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in any
filing under the Securities Act or the Exchange Act, except as expressly set forth
by specific reference in such a filing.
Item 8.01 Other Events
The information set forth in the press release attached hereto as Exhibit 99.1
is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Description |
99.1
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Press Release, dated March 28, 2007. |
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99.2
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Unaudited pro forma financial data. |
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SIGNATURES
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.
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ALTRA HOLDINGS, INC. |
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/s/ Michael L. Hurt |
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Name:
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Michael L. Hurt |
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Title:
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Chief Executive Officer |
Date: March 28, 2007
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.
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ALTRA INDUSTRIAL MOTION, INC. |
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/s/ Michael L. Hurt |
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Name:
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Michael L. Hurt |
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Title:
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Chief Executive Officer |
Date: March 28, 2007
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