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 27, 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
|
| (Registrant’s 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 1.01. |
Entry
into a Material Definitive Agreement |
On
May 27, 2008, The Manitowoc Company, Inc. (“Manitowoc”) entered into an
Amendment Agreement (the “Amendment Agreement”) relating to its Implementation
Agreement, dated April 14, 2008 (the “Implementation Agreement”), with
Enodis plc (“Enodis”). Manitowoc and Enodis entered into the Implementation
Agreement in connection with Manitowoc’s original offer, announced on April 14, 2008,
for the acquisition of all of the issued and to be issued ordinary share capital of Enodis
(the “Acquisition”). On May 19, 2008, Manitowoc announced an increased offer
with respect to the Acquisition (the “Increased Offer”).
The
Amendment Agreement modifies the Implementation Agreement to apply its terms to the
Increased Offer. In addition, the Amendment Agreement reinstates certain provisions of the
Implementation Agreement that have become inapplicable, including provisions relating to
Manitowoc’s obligation to pay Enodis a termination fee of $50,000,000 if certain
antitrust conditions are not satisfied or waived, provided that the board of directors of
Enodis (the “Enodis Board”) (a) recommends that the Enodis shareholders vote in
favor of the Court-sanctioned scheme of arrangement under Part 26 of the UK Companies Act
2006 through which Manitowoc and Enodis intend to implement the Acquisition (the
“Scheme”) and the resolutions to be proposed at the general meeting of Enodis
shareholders to be convened in connection with the Scheme and (b) withdraws its
recommendation of the offer made by Illinois Tool Works, Inc. in respect of the ordinary
share capital of Enodis. The Amendment Agreement also gives Manitowoc the right to
terminate the Implementation Agreement if Manitowoc publicly announces the withdrawal of
the Increased Offer with the consent of the UK Panel on Takeovers and Mergers and the
Enodis Board withdraws or adversely modifies or qualifies either (i) its publicly
stated intention to recommend the Increased Offer or (ii) its recommendation, if
made, to shareholders of Enodis to vote in favor of the Scheme and the resolutions to be
proposed at the general meeting of Enodis shareholders to be convened in connection with
the Scheme.
The
foregoing description of the Amendment Agreement does not purport to be complete and is
qualified in its entirety by reference to the Amendment Agreement, which is attached as
Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
On
May 28, 2008, Manitowoc issued a press release announcing its entry into the Amendment
Agreement. The press release is attached as Exhibit 99.1 to this Current Report on Form
8-K and incorporated herein by reference.
| Item 9.01. |
Financial
Statements and Exhibits. |
| |
(d) |
Exhibits.
The following exhibits are being filed herewith: |
| |
(2.1) |
Amendment
Agreement, dated May 27, 2008, to the Implementation Agreement, dated
April 14, 2008, by and between The Manitowoc Company, Inc. and Enodis plc.
Schedules and exhibits to the Amendment Agreement have not been filed
herewith. Manitowoc agrees to furnish a copy of any omitted schedule or
exhibit to the Commission upon request. |
| |
(99.1) |
Press
release dated May 28, 2008. |
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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 28, 2008 |
By: /s/ Maurice D. Jones |
|
Maurice D. Jones |
|
Senior Vice President, General Counsel and Secretary |
-3-
THE MANITOWOC COMPANY,
INC.
FORM 8-K
EXHIBIT INDEX
| Exhibit |
|
| Number |
Description |
| (2.1) |
Amendment
Agreement, dated May 27, 2008, to the Implementation Agreement, dated April 14,
2008, by and between The Manitowoc Company, Inc. and Enodis plc. Schedules and
exhibits to the Amendment Agreement have not been filed herewith. Manitowoc
agrees to furnish a copy of any omitted schedule or exhibit to the Commission
upon request. |
| (99.1) |
Press
release dated May 28, 2008. |
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