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 5, 2002
(April 5, 2002)
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 April 5, 2002, Registrant, through a wholly-owned direct subsidiary, acquired
substantially all of the inventory, fixed assets and certain other assets of the
Valu-Bilt Tractor Parts division ("Valu-Bilt") of Quality Stores, Inc.
("Quality"), a Delaware Corporation headquartered in Muskegon, Michigan.
Valu-Bilt is headquartered in Des Moines, Iowa.
Valu-Bilt provides new, used and rebuilt tractor parts and other agricultural
parts direct to customers through its catalogue offerings and on a wholesale
basis to dealers. Registrant intends to use equipment acquired for the same
purpose. Valu-Bilt employs approximately eighty (80) people and its unaudited
sales for the year ending February 2, 2002, were approximately $14.1 million.
On November 1, 2001, Quality filed a voluntary petition pursuant to Title 11 of
the United States Code, 11 U.S.C. Section 101 ET SEQ., as amended in the United
States Bankruptcy Court for the Western District of Michigan. On February 21,
2002, Quality filed with the Bankruptcy Court for the Western District of
Michigan the Motion for Orders (A) Scheduling an Auction and Establishing
Bidding Procedures for the Sale of the Debtors' Valu-Bilt Assets; (B) Approving
the Sale of the Debtors' Valu-Bilt Assets; (C) Authorizing Assumption and
Assignment of Certain Unexpired Leases and Executory Contracts and (D) Extending
the Time to Assume or Reject the Valu-Bilt Lease of Non-residential Real
Property. On February 28, 2002, Quality requested that the Bankruptcy Court
schedule an auction for March 22, 2002, and establish other bidding procedures
described in the Motion. Quality conducted an auction for the Valu-Bilt Tractor
Parts on March 22, 2002. On March 25, 2002, the Bankruptcy Court approved the
sale to Registrant as there were no other bidders.
The purchase price of approximately $7.5 million in cash is subject to certain
contractual adjustments which are expected to reduce the purchase price to
approximately $6.4 million. The purchase price is being financed in its entirety
by borrowing from Bank of America, N.A., etal, under an existing
revolving-credit facility.
The acquisition will be accounted for as a purchase. As a result of the
purchase, Registrant acquired assets with a projected value of approximately
$6.4 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.
EXHIBIT 10.1
Asset Purchase Agreement dated as of February 19, 2002, between Quality Stores,
Inc. as Seller and Alamo Group (IA) Inc. as Buyer.
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: April 19, 2002 By: /s/ Robert H. George
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Robert H. George
Vice President