Bucyrus International 8-K 2007
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 9, 2007
Bucyrus International, Inc.
(Exact name of registrant as specified in its charter)
P.O. Box 500, 1100 Milwaukee Avenue, South Milwaukee, Wisconsin 53172
(Address of principal executive offices, including ZIP code)
(Registrants 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:
On May 9, 2007, Bucyrus International, Inc. (the Company) entered into an Underwriting Agreement with Lehman Brothers Inc., as representative of the several underwriters listed therein (collectively, the Underwriters), pursuant to which the Company agreed to sell and the Underwriters agreed to purchase, subject to and upon terms and conditions set forth therein, 4,614,000 shares of the Companys Class A common stock, par value $.01 (the Stock). The offering price to the public is $66.35 per share.
The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification by each of the Company and the Underwriters against certain liabilities arising out of or in connection with the sale of the Stock and customary contribution provisions in respect of those liabilities. The offering of the Stock is expected to close on May 15, 2007.
Pursuant to the Underwriting Agreement, the Underwriters have a 30-day option to purchase up to an additional 692,100 shares of Stock.
Certain of the Underwriters and their related entities have engaged and may engage in commercial and investment banking transactions with the Company in the ordinary course of their business. They have received customary compensation and expenses for these commercial and investment banking transactions. Lehman Brothers Inc. acted as the Companys financial advisor in connection with the Companys acquisition of DBT GmbH, which closed on May 4, 2007. In addition, Lehman Brothers Inc. acted as sole lead arranger and sole book-runner, affiliates of Lehman Brothers Inc. acted as administrative agent, German agent and lenders, and an affiliate of J.P. Morgan Securities Inc. acted as co-syndication agent and lender, under the Companys new credit facilities. Lehman Brothers Inc., its affiliates and an affiliate of J.P. Morgan Securities Inc. received customary fees for such services, and certain of their expenses were reimbursed. Because the net proceeds from the equity offering to which the Underwriting Agreement relates will be used to repay amounts outstanding under the Companys credit facilities, affiliates of Lehman Brothers Inc. and J.P. Morgan Securities Inc., as lenders under the Companys credit facilities, will receive substantially all of the proceeds from the offering.
The Stock is subject to the Registration Statement on Form S-3ASR (Registration No. 333-135555), the prospectus dated June 30, 2006 included therein and the preliminary prospectus supplement dated May 4, 2007 related thereto, that the Company filed with the Securities and Exchange Commission (SEC) relating to the public offering from time to time of securities of the Company pursuant to Rule 415 of the Securities Act of 1933, as amended. In connection with the Company filing with the SEC a definitive prospectus supplement, dated May 9, 2007, relating to the public offering of the Stock, the Company is filing certain exhibits as part of this Current Report on Form 8-K. See Item 9.01Financial Statements and Exhibits.
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.
BUCYRUS INTERNATIONAL, INC.