form8k.htm
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): August
31, 2007
Regal-Beloit
Corporation
(Exact
name of registrant as specified in its charter)
Wisconsin
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1-7283
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39-0875718
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(State
or other jurisdiction
of incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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200
State Street, Beloit, Wisconsin
53511-6254
(Address
of principal executive offices, including Zip code)
(608)
364-8800
(Registrant’s
telephone number)
Not
Applicable
(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:
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[
]
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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[
]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
2.01. Completion
of Acquisition or Disposition of Assets.
On
August
31, 2007, Regal Beloit Corporation (the “Company”) completed the acquisition of
the Fasco Residential & Commercial and Asia/Pacific electric motor and
blower businesses (the “Fasco Acquired Businesses”) from Tecumseh Products
Company (the “Seller”). The acquisition was effected pursuant to a
Purchase Agreement, dated as of July 3, 2007, among the Company, the Seller
and
certain affiliates of the Seller.
In
the
acquisition, the Company acquired selected assets and assumed certain current
liabilities in the United States and Mexico associated with the Seller’s
Residential & Commercial business and the stock of entities that constitute
the Seller’s Asia/Pacific business. The Fasco Acquired Businesses
manufacture and market electric motors and blower systems for a variety of
air
moving applications, including alternative fuels systems, water heaters,
heating, ventilating and air conditioning (HVAC) systems and other commercial
segments. The Fasco Acquired Businesses do not include the Seller’s
Automotive/Specialty motor business. As consideration for the Fasco Acquired
Businesses, the Company paid approximately $220 million in cash and assumed
limited current liabilities of the Fasco Acquired Businesses. The
purchase price is subject to post-closing adjustment based on the net working
capital of the Fasco Acquired Businesses at closing, as set forth in the
Purchase Agreement. The Company financed the cash purchase price with
proceeds from its previously announced private placement of senior notes. The
purchase price that the Company paid for the Fasco Acquired Businesses was
determined on the basis of arm’s length negotiations between the parties. There
is no material relationship between the Seller and the Company or any of its
affiliates, directors or officers or any of their associates.
The
Purchase Agreement is filed as an exhibit to this Current Report on Form 8-K
and
is incorporated herein by reference. The brief summary of the material
provisions of the Purchase Agreement set forth above is qualified in its
entirety by reference to the Purchase Agreement filed as an exhibit
hereto.
Item
8.01. Other
Events.
On
September 4, 2007, the Company announced that it had acquired all of the capital
stock of Jakel Incorporated on August 31, 2007. Jakel Incorporated
manufactures and markets electric motors and blower systems for a variety of
air
moving applications similar to the Fasco Acquired Businesses.
Item
9.01.
Financial Statements and Exhibits.
(d)
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Exhibits. The
following exhibit is being filed
herewith:
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2.1
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Purchase
Agreement, dated as of July 3, 2007, by and among Regal Beloit
Corporation, Tecumseh Products Company, Fasco
Industries,
Inc. and Motores Fasco de Mexico, S. de R.L. de
C.V.
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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.
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REGAL
BELOIT
CORPORATION |
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Date:
September 7, 2007
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By:
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/s/ Paul
J. Jones |
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Paul
J. Jones |
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Vice
President, General Counsel
and Secretary |
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REGAL
BELOIT CORPORATION
Exhibit
Index to Report on Form 8-K
Dated
August 31, 2007
Exhibit
Number
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Exhibit
Description
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2.1
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Purchase
Agreement, dated as of July 3, 2007, by and among Regal Beloit
Corporation, Tecumseh Products Company, Fasco
Industries,
Inc. and Motores Fasco de Mexico, S. de R.L. de C.V.#
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#The
schedules and exhibits to this
document have not been filed with the Securities and Exchange Commission. The
Company agrees to furnish supplementally a copy of any such schedule or exhibit
to the Securities and Exchange Commission upon request.