SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
April 16, 2004
Date of Report (Date of earliest event reported)
Valmont Industries, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-31429 47-0351813
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
One Valmont Plaza, Omaha, Nebraska 68154
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code)
(402) 963-1000
Item 2. Acquisition or Disposition of Assets.
On April 16, 2004, Valmont Industries, Inc., a Delaware corporation
("Valmont"), consummated an acquisition of all of the outstanding capital stock
of Newmark International, Inc. and Pfleiderer Leasing USA, Inc. from Pfleiderer
AG, a German public company, pursuant to a Stock Purchase Agreement dated
February 23, 2004 (the "Purchase Agreement"). A copy of the Purchase Agreement
is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The
acquired businesses design, manufacture and sell concrete and steel pole
structures for the utility, telecommunications and lighting markets.
Valmont funded the $106.3 million purchase price plus the payment of $10.9
million of Newmark debt with borrowings under its existing revolving credit
facility and a new bridge loan agreement with The Bank of New York.
Certain financial statements for the acquired businesses are included as
Exhibit 99.1. Certain assets and liabilities included in such financial
statements were not acquired by Valmont; such non-acquired assets and
liabilities are described in note (a) to Exhibit 99.2.
Risk factors relating to the business, financial condition and operations
of Valmont are attached as Exhibit 99.3.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired attached hereto as
Exhibit 99.1.
(b) Pro forma financial information.
The unaudited pro forma condensed combined financial statements,
which give effect to the acquisition of Newmark by Valmont, are
attached hereto as Exhibit 99.2.
(c) Exhibits.
2.1 Stock Purchase Agreement dated February 23, 2004.
23.1 Consent of Ernst & Young LLP.
99.1 The audited combined balance sheet of Newmark International,
Inc. and Pfleiderer Leasing USA, Inc. as of December 31,
2003, and the related combined statements of income,
stockholders' equity, and cash flows and notes to
consolidated financial statements for the year ended
December 31, 2003.
99.2 Unaudited pro forma condensed combined financial data.
99.3 Risk Factors.
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.
VALMONT INDUSTRIES, INC.
April 21, 2004
By: /s/ Terry J. McClain
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Name: Terry J. McClain
Title: Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit Description Page No.
2.1 Stock Purchase Agreement dated February 23, 2004.............
23.1 Consent of Ernst & Young LLP..................................
99.1 The audited combined balance sheet of Newmark International,
Inc. and Pfleiderer Leasing USA, Inc. as of December 31, 2003,
and the related combined statements of income, stockholders'
equity, and cash flows and notes to consolidated financial
statements for the year ended December 31, 2003...............
99.2 Unaudited pro forma condensed combined financial data.........
99.3 Risk Factors..................................................