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): April 2, 2012
ACTUANT CORPORATION
(Exact name of Registrant as specified in its charter)
| Wisconsin | 1-11288 | 39-0168610 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
N86 W12500 Westbrook Crossing
Menomonee Falls, Wisconsin 53051
Mailing address: P.O. Box 3241, Milwaukee, Wisconsin 53201
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (262) 293-1500
N/A
(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 (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events.
On April 2, 2012, Actuant Corporation (“Actuant”) issued a press release announcing that it plans to offer, in a private placement, senior notes in the aggregate principal amount of approximately $250 million. The notes are being offered in the United States pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and outside of the United States pursuant to Regulation S under of the Securities Act. The press release is attached as Exhibit 99.1 hereto.
On April 2, 2012, Actuant issued a press release announcing that it has commenced a cash tender offer to purchase any and all of the $250 million aggregate principal amount of its outstanding 6.875% Senior Notes due 2017 (the “Existing Notes”) and a related consent solicitation to amend the indenture governing the Existing Notes. The press release is attached as Exhibit 99.2 hereto.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit |
Description | |
| 99.1 | Press Release dated April 2, 2012 relating to the planned notes offering. | |
| 99.2 | Press Release dated April 2, 2012 relating to the tender offer and consent solicitation. | |
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.
| ACTUANT CORPORATION | ||||
| Date: April 2, 2012 |
||||
| /s/ Andrew G. Lampereur | ||||
| Name: Andrew G. Lampereur Title: Executive Vice President and Chief Financial Officer | ||||