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
April 26, 2002
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Date of report (Date of earliest event reported)
HUBBELL INCORPORATED
(exact name of registrant as specified in its charter)
CONNECTICUT 1-2958 06-0397030
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification Number)
584 Derby Milford Road, Orange, Connecticut 06477-4024
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(Address of Principal Executive Offices) (Zip Code)
(203) 799-4100
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report.)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On April 26, 2002, Hubbell Incorporated (the "Company"),
through its wholly-owned subsidiaries, acquired (the "Acquisition") the domestic
lighting division ("LCA") of U.S. Industries, Inc. ("USI") pursuant to a Stock
and Asset Purchase Agreement, dated as of March 19, 2002, by and among the
Company, USI, JUSI Holdings, Inc. ("JUSI") and USI Canada, Inc., as amended by
Amendment No. 1 to Stock and Asset Purchase Agreement, dated as of April 26,
2002, by and between the Company and JUSI (as so amended, the "Purchase
Agreement"). The Acquisition was effected through a purchase by the Company of
(A) all of the issued and outstanding capital stock of LCA Group Inc. and
Dual-Lite Inc., each an indirect, wholly owned subsidiary of USI, and (B) the
assets and liabilities of the Progress division of USI Canada Inc., a wholly
owned subsidiary of USI. The purchase price for the Acquisition was $250.0
million in cash, and is subject to adjustment based on a closing net worth
calculation. The Company financed the Acquisition with available cash. The
Company expects to permanently finance the Acquisition through the issuance of
$200 million of long-term notes, which is expected to be completed by May 15,
2002.
The purchase price for LCA was determined through arm's length
negotiations between the Company and USI. The newly acquired assets were used by
LCA to manufacture and distribute a wide range of indoor and outdoor lighting
products to commercial, industrial and residential markets under various brand
names, including Alera, Kim, Spaulding, Whiteway, Moldcast, Architectual Area
Lighting, Columbia, Keystone, Prescolite, Dual-Lite and Progress. The Company
currently intends to continue the use of the LCA assets in substantially the
same manner. LCA has major manufacturing facilities in six states and multiple
distribution centers strategically located throughout the United States.
The foregoing is a summary of the transactions provided for in
the Purchase Agreement. It is not intended to be complete and is qualified by
reference to the Purchase Agreement, Escrow Agreement and the Tax Sharing and
Indemnification Agreement, which are filed as Exhibits to this Current Report on
Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
The financial statements required to be filed by this Item are not
included herein, but will be filed by amendment not later than 60 days
after the date that this Current Report on Form 8-K is required to be
filed.
(b) Pro Forma Financial Information.
The pro forma financial information required to be filed by this Item
is not included herein, but will be filed by amendment not later than
60 days after the date that this Current Report on Form 8-K is required
to be filed.
(c) Exhibits.
2.1 Stock and Asset Purchase Agreement, dated as of March 19, 2002, by and
among U.S. Industries, Inc., JUSI Holdings, Inc., USI Canada Inc. and
Hubbell Incorporated
2.2 Amendment No. 1 to Stock and Asset Purchase Agreement, dated as of
April 26, 2002, by and between JUSI Holdings, Inc. and Hubbell
Incorporated
10.1 Escrow Agreement, dated as of April 26, 2002, by and among U.S.
Industries, Inc., JUSI Holdings, Inc., Hubbell Incorporated and The
Bank of New York
10.2 Tax Sharing and Indemnification Agreement, effective as of March 19,
2002, by and among U.S. Industries, Inc., JUSI Holdings, Inc., USI
Canada Inc. and Hubbell Incorporated
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.
HUBBELL INCORPORATED
By: /s/ Richard W. Davies
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Name: Richard W. Davies
Title: Vice President, General
Counsel and Secretary
Date: May 10, 2002
EXHIBIT INDEX
EXHIBIT NO. DOCUMENT DESCRIPTION
2.1 Stock and Asset Purchase Agreement, dated as of March 19, 2002, by
and among U.S. Industries, Inc., JUSI Holdings, Inc., USI Canada
Inc. and Hubbell Incorporated
2.2 Amendment No. 1 to Stock and Asset Purchase Agreement, dated as of
April 26, 2002, by and between JUSI Holdings, Inc. and Hubbell
Incorporated
10.1 Escrow Agreement, dated as of April 26, 2002, by and among U.S.
Industries, Inc., JUSI Holdings, Inc., Hubbell Incorporated and The
Bank of New York
10.2 Tax Sharing and Indemnification Agreement, effective as of March
19, 2002, by and among U.S. Industries, Inc., JUSI Holdings, Inc.,
USI Canada Inc. and Hubbell Incorporated