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): |
May 19, 2008 |
The Manitowoc Company, Inc.
|
(Exact name of registrant as specified in its charter) |
Wisconsin
|
1-11978
|
39-0448110
|
(State or other |
(Commission File |
(IRS Employer |
jurisdiction of |
Number) |
Identification No.) |
incorporation) |
2400 S. 44th Street, Manitowoc, Wisconsin 54221-0066
|
(Address of principal executive offices, including ZIP code) |
(920) 684-4410
|
(Registrants 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:
[ ] |
Written
communications pursuant to Rule 425 under the Securities Act (17 C.F.R. §230.425) |
[ ] |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 C.F.R. §240.14a-12) |
[ ] |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 C.F.R.
§240.14d-2(b)) |
[ ] |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 C.F.R.
§240.13e-4(c)) |
Item 7.01. |
Regulation
FD Disclosure |
On
May 19, 2008, The Manitowoc Company, Inc. (the Company) issued a press release
in the U.S. (the U.S. Press Release) and a press release in the U.K. (the
U.K. Press Release) announcing that it has increased its original offer for
Enodis plc (Enodis). The original offer was announced on April 14, 2008. The
Company also announced that it has amended its Credit Agreement with JPMorgan Chase Bank,
N.A. and certain other lenders in connection with the increased offer. The Company is
furnishing the U.S. Press Release and the U.K. Press Release as, respectively, Exhibits
99.1 and 99.2 hereto, both of which are incorporated herein by reference.
Item 9.01. |
Financial
Statements and Exhibits. |
|
The
following exhibits are furnished herewith: |
|
(99.1) |
U.S.
Press Release dated May 19, 2008 |
|
(99.2) |
U.K.
Press Release dated May 19, 2008 |
Forward Looking
Statements
This
Current Report on Form 8-K and the exhibits hereto include forward-looking
statements intended to qualify for the safe harbor from liability under the Private
Securities Litigation Reform Act of 1995. These statements are based on the current
expectations of the management of the Company and are subject to uncertainty and changes
in circumstances. The forward-looking statements contained or incorporated by reference
herein, and the exhibits hereto, include statements about the expected effects on the
Company of the proposed acquisition of Enodis, the expected timing and conditions
precedent relating to the proposed acquisition, anticipated earnings enhancements,
estimated cost savings and other synergies, costs to be incurred in achieving synergies,
potential divestitures and other strategic options and all other statements in this
Current Report on Form 8-K and the exhibits hereto other than statements of historical
fact. Forward-looking statements include, without limitation, statements typically
containing words such as intends, expects,
anticipates, targets, estimates and words of similar
import. By their nature, forward-looking statements are not guarantees of future
performance or results and involve risks and uncertainties because they relate to events
and depend on circumstances that will occur in the future. There are a number of factors
that could cause actual results and developments to differ materially from those expressed
or implied by such forward-looking statements. These factors include, but are not limited
to, unanticipated issues associated with the satisfaction of the conditions precedent
relating to the proposed acquisition; issues associated with obtaining necessary
regulatory approvals and the terms and conditions of such approvals; the inability to
integrate successfully Enodis within the Company or to realize synergies from such
integration within the time periods anticipated; and changes in anticipated costs related
to the acquisition of Enodis. Additional factors that could cause actual results and
developments to differ materially include, among others:
-2-
|
|
unanticipated
changes in revenues, margins, costs, and capital expenditures; |
|
|
issues
associated with new product introductions; |
|
|
matters
impacting the successful and timely implementation of ERP systems; |
|
|
foreign
currency fluctuations; |
|
|
increased
raw material prices; |
|
|
unexpected
issues associated with the availability of local suppliers and skilled labor; |
|
|
the
risks associated with growth; |
|
|
geographic
factors and political and economic risks; |
|
|
actions
of Company competitors; |
|
|
changes
in economic or industry conditions generally or in the markets served by the Company and
Enodis; |
|
|
the
state of financial and credit markets; |
|
|
unanticipated
issues associated with refresh/renovation plans by national restaurant accounts; |
|
|
efficiencies
and capacity utilization of facilities; |
|
|
issues
related to new facilities and expansion of existing facilities; |
|
|
work
stoppages, labor negotiations, and labor rates; |
|
|
government
approval and funding of projects; |
|
|
the
ability of customers to receive financing; and |
|
|
the
ability to complete and appropriately integrate restructurings, consolidations,
acquisitions, divestitures, strategic alliances, and joint ventures. |
Information
on the potential factors that could affect the Company is also included in its filings
with the Securities and Exchange Commission, including, but not limited to, its Annual
Report on Form 10-K for the fiscal year ended December 31, 2007. The Company undertakes no
obligation to update or revise forward-looking statements, whether as a result of new
information, future events or otherwise. Forward-looking statements only speak as of the
date on which they are made.
No Offer or Solicitation
This
Current Report on Form 8-K is not intended to and does not constitute an offer to sell or
the solicitation of an offer to subscribe for or buy or an invitation to purchase or
subscribe for any securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the proposed acquisition or otherwise, nor shall there be any
sale, issuance or transfer of securities in any jurisdiction in contravention of
applicable law.
-3-
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.
|
THE MANITOWOC COMPANY, INC. |
Date: May 19, 2008 |
By: /s/ Maurice D. Jones |
|
Maurice D. Jones |
|
Senior Vice President, General Counsel and Secretary |
-4-
THE MANITOWOC COMPANY,
INC.FORM 8-K
EXHIBIT INDEX
Exhibit |
|
Number |
Description |
(99.1) |
U.S.
Press Release dated May 19, 2008 |
(99.2) |
U.K.
Press Release dated May 19, 2008 |
-5-