Carlisle Companies Inc - Current report filing (8-K)
May 02 2008 - 12:10PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the
Securities and Exchange Act of 1934
Date of Report (Date of
earliest event reported)
April 28, 2008
CARLISLE COMPANIES INCORPORATED
(Exact name of registrant
as specified in its charter)
Delaware
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1-9278
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31-1168055
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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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13925 Ballantyne Corporate Place,
Suite 400, Charlotte, NC 28277
(Address of principal
executive offices)
704-501-1100
(Registrants telephone
number)
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:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFS
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
INFORMATION TO BE INCLUDED IN THE
REPORT
Item 2.01.
Completion
of Acquisition or Disposition of Assets.
On April 28,
2008, Carlisle Companies Incorporated (the Company), through its subsidiary,
Tensolite Company (Tensolite), acquired by merger (the Merger) all of the
issued and outstanding capital stock of Carlyle Holdings, Inc. (Holdings)
and its wholly-owned subsidiary, Carlyle, Inc. (the Subsidiary and
together with Holdings, Carlyle).
Pursuant to the
Merger, the Company, through Tensolite, acquired all of the assets used by
Carlyle in the operation of its business of assembling, designing,
manufacturing and distributing wire and cable assemblies and harnesses, racks
and panels, and other interconnect products or assemblies for aerospace
applications, non-aerospace original equipment manufacturers, and network
infrastructure applications (the Carlyle Business), including (i) certain
leases of real property located at (a) 20811 84th Avenue South, Suite 104,
Kent, Washington, (b) 6801 South 180th Street, Tukwila, Washington, and (c) 21241
and 21249 72nd Avenue South, Kent, Washington, (ii) all machinery and
equipment and leasehold improvements used in the Carlyle Business, (iii) all
inventory and accounts receivable of the Carlyle Business, and (iv) all
goodwill and other intangible assets of the Carlyle Business.
The shareholders
of Holdings were Ms. Carol-Ann OMack and Ms. Diane M. Johansson as
well as certain related trusts (collectively, Sellers). There is no material relationship between
Sellers and the Company or any of its affiliates, or any director or officer of
the Company, or any associate of any such director or officer.
The purchase price
for all of the outstanding capital stock of Carlyle was $200,000,000, subject
to certain customary post-closing adjustments.
Item 7.01.
Regulation
FD Disclosure.
See the attached
press release announcing the completion of the acquisition of Carlyle furnished
as Exhibit 99.1 hereto.
Item 9.01.
Financial
Statements and Exhibits.
(d) Exhibits
See
Exhibit Index attached hereto.
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SIGNATURE
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.
Dated: May 2, 2008
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CARLISLE COMPANIES INCORPORATED
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By:
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/s/ Carol P.
Lowe
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Carol P. Lowe, Vice President
and Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number
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Description
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99.1
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Press release announcing acquisition.
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