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
Date of report (Date of earliest event reported): May 15, 2007
H&E EQUIPMENT SERVICES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Delaware
(State or other jurisdiction of
incorporation
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000-51759
(Commission File Number)
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81-0553291
(IRS Employer Identification No.) |
11100 Mead Road, Suite 200, Baton Rouge, Louisiana 70816
(Address of Principal Executive Offices, including Zip Code)
(225) 298-5200
(Registrant’s Telephone Number, Including Area Code)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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 May 15, 2007, H&E Equipment Services, Inc. (the “Company”) and HE-JWB Acquisition, Inc, a
wholly owned subsidiary of the Company, entered into an agreement with the shareholders of J.W.
Burress, Incorporated (“Burress”) and the Burress shareholders’ representative to acquire Burress.
The acquisition is subject to the completion of Burress’ 2006 audit, obtaining certain third-party
consents (including from equipment manufacturers and vendors), receipt of financing, closing of the
acquisition no later than July 31, 2007, and other customary closing conditions.
Burress is a privately owned construction equipment distributor serving the mid-Atlantic
markets out of twelve locations. Among others, Burress represents the following manufacturers:
Diamond Z, Doosan, Hitachi, Manitowoc, Grove and Terex. The Company does not anticipate currently
that Burress will continue to represent Hitachi. Accordingly, the acquisition is not conditioned
on continuing the Hitachi distributorship.
The estimated purchase price without Hitachi will be approximately $108.7 million, subject to
adjustments, plus estimated assumed indebtedness of approximately $.4 million and will be financed
through the Company’s existing senior secured credit facility. Should Burress continue to
represent Hitachi, the Burress shareholders will have the opportunity to receive additional
purchase price of approximately $12.9 million payable over three years.
The foregoing description of the Burress acquisition agreement does not purport to be complete
and is qualified in its entirety by reference to the agreement. A copy of the Burress acquisition
agreement is attached hereto as Exhibit 2.1 and is incorporated by reference herein.
Item 8.01 Other Events.
On May 16, 2007, the Company issued a press release announcing that it entered into a
definitive agreement to acquire Burress. A copy of the press release is attached hereto as Exhibit
99.1. The information contained in the press release attached as Exhibit 99.1 hereto is being
furnished pursuant to this Item 8.01 and should not be deemed to be filed for the purposes of
Section 18 of the Securities Act of 1934, as amended, and is not incorporated by reference into any
Securities Act registration statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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2.1
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Agreement and Plan of Merger, dated May 15, 2007, by and among H&E Equipment
Services, Inc., HE-JWB Acquisition, Inc., J.W. Burress, Incorporated, the shareholders
of J.W. Burress, Incorporated and the Burress shareholders’ representative. |
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99.1
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Press Release, dated May 16, 2007. |
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