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) AUGUST 29, 2001
(August 29, 2001)
ALAMO GROUP INC.
(Exact name of registrant as specified in its charter)
State of Delaware 0-21220 74-1621248
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
1502 E. Walnut, Seguin, Texas 78155
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(Address of Principal executive offices)
Registrant's telephone number, including area code, (830) 379-1480
Alamo Group Inc.
Form 8-K
ITEM 2. ACQUISITION OF ASSETS.
On August 14, 2001, Registrant, through wholly-owned indirect subsidiaries,
acquired substantially all of the assets of, and assumed certain liabilities of,
SMC Corporation, an Illinois corporation, with its headquarters in Sioux Falls,
South Dakota.
SMC was founded as Schwartz Manufacturing by Elmer and Norman Schwartz in 1941,
and SMC was purchased in 1989 by R.G. "Rob" Stanek, who has managed the company
since that time. SMC manufactures mechanical loaders, buckets, and backhoes for
sale both as OEM equipment and branded with the SMC name. SMC employs
approximately 180 persons. SMC's sales for the fiscal year ending December 31,
2000, were approximately $19.6 million. The purchase price for the net assets of
SMC is approximately $7.89 million. Registrant paid $7.03 million in cash at
closing. The purchase price is being financed in its entirety by borrowing from
Bank of America, N.A., under an existing revolving-credit facility. The final
purchase price will be determined based on SMC's adjusted net worth as reflected
on its financial statements as of August 14, 2001, which final purchase price
will be paid in cash as stated previously.
The acquisition will be accounted for as a purchase. As a result of the
purchase, Registrant acquired assets with a projected value of approximately
$10.12 million and assumed liabilities of approximately $2.23 million. The
purchase price does not include a premium over the net asset value.
Alamo Group Inc.
Form 8-K
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
No Financial Statements are required by this Item.
Alamo Group Inc.
Form 8-K
EXHIBITS.
99.1 Asset Purchase Agreement dated as of August 14, 2001, among Alamo Group
(SMC) Inc. as Purchaser and SMC Corporation and R.G. "Rob" Stanek as
Sellers.
Alamo Group Inc.
Form 8-K
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.
Date: August 29, 2001 By: /s/ Robert H. George
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Robert H. George
Vice President