form8k.htm
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): July
3, 2007
Regal-Beloit
Corporation
(Exact
name of registrant as specified in its charter)
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Wisconsin
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1-7283
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39-0875718
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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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200
State Street, Beloit, Wisconsin
53511-6254
(Address
of principal executive offices, including Zip code)
(608)
364-8800
(Registrant’s
telephone number)
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
_______________________
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:
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[
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
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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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[
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
1.01. Entry
into a Material Definitive Agreement.
On
July
3, 2007, Regal Beloit Corporation (the “Company”) entered into a definitive
purchase agreement (the “Agreement”) with Tecumseh Products Company (the
“Seller”) to acquire the Seller’s Fasco Residential & Commercial and
Asia/Pacific electric motor and blower businesses (the “Pending
Acquisition”). The Seller’s Automotive/Specialty motor business is
not a part of the Pending Acquisition.
Under
the
terms of the Agreement, the Company will acquire selected assets and assume
certain current liabilities in the United States and Mexico associated with
the
Seller’s Residential & Commercial business and the stock of entities that
constitute the Seller’s Asia/Pacific business. As consideration for
the Pending Acquisition, the Company will pay approximately $220 million in
cash
and assume limited current liabilities of acquired businesses. The
purchase price is subject to adjustment based on the net working capital of
the
acquired businesses at closing as set forth in the Agreement. The
Company currently intends to fund the cash purchase price through loans from
the
Company’s existing revolving credit facility.
The
Agreement contains representations and warranties of the parties customary
for a
transaction of this nature. Completion of the transactions contemplated by
the
Agreement is subject to customary conditions and approvals, including approval
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and receipt
of
certain third party consents.
The
Seller has agreed with the Company that, during the period between the signing
of the Agreement and the closing of the transaction, the Seller will carry
on
the businesses to be acquired in the Pending Acquisition only in the ordinary
course consistent with past practice.
The
Seller has also agreed to indemnify the Company against claims resulting from
the breach of representations, warranties and covenants made by the Seller
in
the Agreement and for certain pre-closing liabilities, such as environmental,
tax and product liability matters, for which the Seller has retained
responsibility. For breaches of most representations and warranties,
the Seller’s indemnification obligation will expire 18 months following the
closing of the transaction and the Seller generally is not required to indemnify
the Company for any such breach as to which the damages do not exceed $50,000.
In addition, for breaches of most representations and warranties, the Seller
generally is not required to indemnify the Company unless the Seller’s total
liability to the Company for such claims exceeds $250,000, in which case the
Company will receive only the excess over $250,000, and the Seller’s aggregate
indemnification obligation for breaches of most representations and warranties
is capped at ten percent of the purchase price. The Seller’s
indemnification obligations for breaches of certain representations and
warranties (excluded from the limitations discussed above) and covenants made
by
the Seller in the Agreement and for the pre-closing liabilities retained by
the
Seller are not limited by dollar amount.
The
Agreement may be terminated by the Company and/or the Seller under certain
specified circumstances, including, among others, (i) upon written consent
of
the parties; (ii) by either party if the Pending Acquisition is not consummated
by September 30, 2007; or (iii) by either party if there is issued a final,
non-appealable order restraining, enjoining or otherwise prohibiting the
consummation of the Pending Acquisition.
The
Pending Acquisition is expected to close on the third business day following
the
satisfaction of the last of the conditions to closing, or at any other time
designated by the Company and the Seller.
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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REGAL
BELOIT CORPORATION |
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Date:
July
10, 2007
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By:
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/s/ Paul
J.
Jones |
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Paul
J.
Jones |
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Vice
President,
General Counsel and Secretary |
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