Cameron International Corp - Current report filing (8-K)
June 26 2008 - 8:56AM
Edgar (US Regulatory)
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):
June 23, 2008
Cameron International Corporation
(Exact name of registrant as specified in its
charter)
Delaware
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1-13884
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76-0451843
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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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1333 West Loop South, Suite 1700,
Houston, Texas 77027
(Address of Principal Executive Offices) (Zip
Code)
713-513-3300
(Registrants telephone number, including area
code)
Not Applicable
(Registrants 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 (
see
General
Instruction A.2. below):
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 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))
Item
1.01
Entry
into a Material Definitive Agreement.
On June 23, 2008,
Cameron International Corporation (the Company) entered into an Underwriting
Agreement (the Underwriting Agreement), with UBS Securities LLC, J.P. Morgan
Securities Inc. and Morgan Stanley & Co. Incorporated, as
representatives of the several underwriters named therein (the Underwriters),
in connection with the offer and sale of $450,000,000 in aggregate principal
amount of the Companys 6.375 % Senior Notes due 2018 (the 2018 Notes) and
$300,000,000 in aggregate principal amount of the Companys 7.00 % Senior Notes
due 2038
(the 2038 Notes and,
together with the 2018 Notes, the Notes).
A copy of the Underwriting Agreement is attached as an exhibit to this
filing and incorporated by reference herein.
The Notes will be issued
under an Indenture, dated as of June 26, 2008 (the Indenture), as
supplemented with respect to the 2018 Notes by the First Supplemental Indenture
(the First Supplemental Indenture), dated as of June 26, 2008, and as
further supplemented with respect to the 2038 Notes by the Second Supplemental
Indenture, dated as June 26, 2008 (the Second Supplemental Indenture and,
collectively with the First Supplemental Indenture, the Supplemental
Indentures), in each case between the Company and Wells Fargo Bank, National
Association, as trustee. Copies of the
Indenture and the Supplemental Indentures are attached as exhibits to this
filing and incorporated by reference herein.
The Company will pay
interest on the Notes on January 15 and July 15 of each year,
beginning on January 15, 2009. The
2018 Notes will mature on July 15, 2018, and the 2038 Notes will mature on
July 15, 2038. The Company may
redeem some of the Notes from time to time or all of the Notes at any time at
the redemption prices, plus accrued and unpaid interest, as set forth in the
Supplemental Indentures. The holders of
the Notes may require the Company to redeem the Notes if the Notes are rated
below investment grade following certain events that constitute a change of
control of the Company. The Notes will
be senior unsecured obligations of the Company and will rank equally with all
of the Companys other existing and future unsecured and unsubordinated
debt. The Notes are not guaranteed by
the Companys subsidiaries and will effectively rank junior to any secured debt
of the Company and all existing and future debt and other liabilities of the
Companys subsidiaries.
The offering of the Notes
is being made pursuant to a registration statement on Form S-3 (No. 333-151838)
of the Company. The registration
statement was automatically effective upon filing with the Securities and
Exchange Commission (the SEC) on June 23, 2008. Certain terms of the Notes, the Indenture and
the Supplemental Indentures are further described in the prospectus dated June 23,
2008 under the heading Description of Debt Securities and under the heading Description
of the Notes in the preliminary prospectus supplement dated June 23, 2008
and filed with the SEC on June 23, 2008 pursuant to Rule 424(b)(5) under
the Securities Act of 1933 (the Securities Act) and the prospectus supplement
dated June 23, 2008 filed with the SEC on June 25, 2008 pursuant to Rule 424(b)(2) under
the Securities Act, each of which is incorporated by reference herein. The description of the Notes is qualified in
its entirety by the provisions of the Indenture and the Supplemental Indentures.
Item
2.03
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement.
The
information provided under Item 1.01 in this Current Report on Form 8-K
regarding the Indenture, the First Supplemental Indenture and the Second
Supplemental Indenture is incorporated by reference into this Item 2.03.
Item
8.01
Other
Events.
In connection with the
offering of the Notes, the Company is filing certain exhibits as part of this Current
Report on Form 8-K that are to be incorporated by reference in their entirety
into the Companys Registration Statement.
Item 9.01
Financial
Statements and Exhibits.
(c)
Exhibits.
1.1
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Underwriting Agreement, dated June 23, 2008, between the Company and UBS Securities LLC, J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated, as representatives of the several underwriters identified therein, in
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connection with the offer and sale of $450,000,000 in aggregate principal amount of the Companys 6.375% Senior Notes due 2018 and $300,000,000 in aggregate principal amount of the Companys 7.00% Senior Notes due 2038.
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4.1
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Indenture, dated as of June 26, 2008, between the Company and Wells Fargo Bank, National Association, as trustee.
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4.2
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First Supplemental Indenture, dated as of June 26, 2008, between the Company and Wells Fargo Bank, National Association, as trustee, with respect to the Companys 6.375% Senior Notes due 2018.
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4.3
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Second Supplemental Indenture, dated as of June 26, 2008, between the Company and Wells Fargo Bank, National Association, as trustee, with respect to the Companys 7.00% Senior Notes due 2038.
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4.4
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Form of Global Note for the Companys 6.375% Senior Notes due 2018 (included as part of Exhibit 4.2).
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4.5
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Form of Global Note for the Companys 7.00% Senior Notes due 2038 (included as part of Exhibit 4.3).
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5.1
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Opinion of
Vinson & Elkins L.L.P.
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99.1
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Press release by the
Company dated June 23, 2008.
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3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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CAMERON
INERNATIONAL CORPORATION
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Date: June 26,
2008
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By:
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/s/
WILLIAM C. LEMMER
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William
C. Lemmer
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Senior
Vice President and
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General
Counsel
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4
EXHIBIT INDEX
Exhibit No.
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Description
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1.1
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Underwriting Agreement, dated June 23, 2008, between the Company and UBS Securities LLC, J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated, as representatives of the several underwriters identified therein, in connection with the offer and sale of $450,000,000 in aggregate principal amount of the Companys 6.375% Senior Notes due 2018 and $300,000,000 in aggregate principal amount of the Companys 7.00% Senior Notes due 2038.
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4.1
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Indenture, dated as of
June 26, 2008, between the Company and Wells Fargo Bank, National
Association, as trustee, with respect to the Companys 6.375% Senior Notes
due 2018.
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4.2
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First Supplemental
Indenture, dated as of June 26, 2008, between the Company and Wells
Fargo Bank, National Association, as trustee.
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4.3
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Second Supplemental
Indenture, dated as of June 26, 2008, between the Company and Wells
Fargo Bank, National Association, as trustee, with respect to the Companys
7.00% Senior Notes due 2038.
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4.4
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Form of Global
Note for the Companys 6.375% Senior Notes due 2018 (included as part of
Exhibit 4.2).
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4.5
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Form of Global
Note for the Companys 7.00% Senior Notes due 2018 (included as part of
Exhibit 4.3).
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5.1
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Opinion of
Vinson & Elkins L.L.P.
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99.1
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Press release by the
Company dated June 23, 2008.
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5
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