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 1, 2006
LINDSAY MANUFACTURING CO.
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(Exact name of registrant as specified in its charter)
Delaware 1-13419 47-0554096
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(State of Incorporation) (Commission File Number) (IRS Employer Identification
Number)
2707 North 108th Street
Suite 102
Omaha, Nebraska 68164
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(Address of principal executive offices) (Zip Code)
(402) 428-2131
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(Registrant's telephone number, including area code)
Not applicable
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(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:
[ ] 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On May 1, 2006 Lindsay Manufacturing Co. (the "Company") and a new
wholly owned subsidiary of the Company entered into an agreement and plan of
merger (the "Merger Agreement") with Barrier Systems Inc. ("BSI"), which will
result in the Company owning all of the outstanding capital stock of BSI at
closing. BSI is a California corporation engaged in the manufacture of specialty
roadway barriers and traffic flow products that are used to reduce traffic
congestion and enhance safety. The new wholly owned subsidiary will be merged
with and into BSI. Under the terms of the Merger Agreement, the Company agreed
to pay $35,000,000 in cash to acquire all of the outstanding stock of BSI,
subject to a post-closing net asset adjustment. The merger consideration will be
used to repay all funded debt of BSI and its transaction expenses, with the
remainder being paid to shareholders and option holders of BSI. The Merger
Agreement provides that $3,500,000 of the consideration will be held in escrow
to secure the indemnification obligations of the shareholders and option holders
of BSI. The Company intends to fund the payment of the merger consideration
using a mix of its own working capital and borrowed funds.
The terms of the Merger Agreement were determined on the basis of
arm's-length negotiations. In the ordinary course of business, the Company has
supplied components used by BSI in its manufacturing process. The Company does
not consider this a material relationship and no other relationships exists
between the Company and BSI or its shareholders.
The Merger Agreement provides for customary representations, warranties
and covenants by the Company and BSI and is subject to customary closing
conditions, including approval by the shareholders of BSI. The Company expects
the transaction to close within the next 45 days.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
99.1 Press Release, dated May 2, 2006, issued by the Company
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: May 2, 2006 LINDSAY MANUFACTURING CO.
By: /s/ David Downing
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David Downing, Vice President and
Chief Financial Officer