SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
Current Report Pursuant to
Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 29, 2002
THOMAS INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
1-5426 61-0505332
(Commission File Number) (I.R.S. Employer Identification Number)
4360 Brownsboro Road, Suite 300 Louisville, Kentucky 40207
(Address of principal executive offices) (Zip Code)
(502) 893-4600 (Registrant's telephone number,
including area code)
ITEM 2. Acquisition or Disposition of Assets
On August 29, 2002, Thomas Industries Inc., a Delaware corporation (the
"Company"), both individually and through its subsidiaries, acquired from Werner
Rietschle Holding GmbH, a company organized under the laws of Germany
("Rietschle Holding") all of the equity interests of (i) Werner Rietschle GmbH &
Co. KG ("Rietschle KG"), (ii) each subsidiary of Rietschle Holding which
conducts the business (the "Rietschle Subsidiaries" and, together with Rietschle
KG, the "Rietschle Entities"), and (iii) certain other assets, pursuant to an
Agreement for Purchase of Equity Interests and Shares, dated August 29, 2002
(the "Agreement"). The purchase price consisted of EUR 85,519,620 in cash and
1,800,000 treasury shares of the Company's common stock, par value $1.00 per
share. The purchase price was determined through arms length negotiations
between the parties.
The Company filed a Current Report on Form 8-K reporting the execution
of the Agreement, which Current Report is incorporated herein by reference.
Under Item 7 of such Current Report, the Company undertook to file the financial
information required by Item 7(a) and Item 7(b) of Form 8-K by amendment to such
Current Report within the time proscribed by Item 7. Set forth below as part of
this Amendment to the Current Report is such financial information required by
Item 7(a) and Item 7(b) of Form 8-K.
ITEM 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
Attached hereto as Exhibit 99.1 are the Audited Consolidated
Financial Statements of the Rietschle Entities as of December 31, 2001
and 2000, and for the years ended December 31, 2001, 2000, and 1999.
The Audited Consolidated Financial Statements utilize the European
numbering convention of periods versus commas to deliniate thousands.
Attached hereto as Exhibit 99.2 are the Unaudited Consolidated
Financial Statements of the Rietschle Entities as of June 30, 2002 and
2001, and for the six months ended June 30, 2002 and 2001. The Audited
Consolidated Financial Statements utilize the European numbering
convention of periods versus commas to deliniate thousands.
(b) Pro Forma Financial Information:
Attached hereto as Exhibit 99.3 are Unaudited Pro Forma
Condensed Consolidated Financial Data of the Company and the Rietschle
Entities.
(c) Exhibits.
Number No. Description
---------- -----------
2.1 Agreement for Purchase of Equity
Interests and Shares (English
translation) dated August 29, 2002,
by and among Thomas Industries Inc.,
Werner Rietschle Holding GmbH, TIWR
Holding GmbH & Co. KG, TIWR
Netherlands Holdings C.V., TIWR U.K.
Limited, TI France SAS, Thomas
Industries Australia Pty. Ltd.,
and TI Luxembourg S.A.R.L. *
10.1 Credit Agreement dated August 28,
2002 among Thomas Industries Inc.,
Bank One, Kentucky, NA, National
City Bank of Kentucky, SunTrust
Bank, HVB Banque Luxembourg Societe
Anonyme, and Wells Fargo Bank, N.A.,
as Lenders (the "Lenders"); Bank
One, Kentucky, NA, as Administrative
Agent for itself and the other
Lenders; National City Bank of
Kentucky as Syndication Agent;
SunTrust Bank and HVB Banque
Luxembourg Societe Anonyme as
Co-Documentation Agents; and Banc
One Capital Markets, Inc., as Lead
Arranger and Sole Book Runner. *
23.1 Consent of Ernst & Young.
99.1 Audited Consolidated Financial
Statements of the Rietschle Entities
as of December 31, 2001 and 2000,
and for the years ended December 31,
2001, 2000, and 1999.
99.2 Unaudited Consolidated Financial
Statements of the Rietschle Entities
as of June 30, 2002 and 2001, and
for the six months ended June 30,
2002 and 2001.
99.3 Unaudited Pro Forma Condensed
Consolidated Financial Data of the
Company and the Rietschle Entities.
* Previously Filed.
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.
THOMAS INDUSTRIES INC.
By: /s/ Phillip J. Stuecker
-----------------------------
Dated: November 11, 2002 Name: Phillip J. Stuecker
Its: Vice President of Finance, Chief
Financial Officer, and Secretary