Form 8-K for NN, Inc.
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
Date of Report (Date of earliest event reported) May 16, 2003 (May 2, 2003)
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NN, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-23486 62-1096725
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2000 Waters Edge Drive, Johnson City, Tennessee 37604
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (423) 743-9151
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None
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(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
On May 2, 2003, NN, Inc., a Delaware corporation ("NN") acquired
substantially all of the assets of SKF B.V.'s tapered roller and metal cage
manufacturing operation in Veenendaal, The Netherlands, through a new
subsidiary, NN Netherlands, B.V. The Veenendaal operation manufactures rollers
for tapered roller bearings as well as metal cages for both tapered and
spherical roller bearings. NN intends to continue the 360-employee operation at
its present location in Veenendaal with its newly-acquired assets. The SKF Group
is one of NN's largest customers, accounting for approximately 33% of NN's
consolidated net sales in 2002.
The acquisition was valued at 22.2 million Euros (US $25.0 million). The
purchase price was negotiated between the parties based on the historical and
anticipated future performance of the business. Contemporaneously, SKF purchased
700,000 shares of NN common stock under NN's current shelf registration
statement for an aggregate investment of US$6,188,000. The remainder of the
purchase price was financed by a syndicate of banks with AmSouth Bank acting as
Administrative Agent and SunTrust Bank acting as Documentation Agent and Euro
Loan Agent.
Item 7. Financial Statements and Exhibits.
(c) EXHIBITS. The following exhibit is filed herewith:
2.1 Asset Purchase Agreement, dated April 14, 2001, by and among
SKF Holding Maatschappij Holland B.V., SKF B.V., NN, Inc.,
and NN Netherlands B.V. (We have omitted certain information
from the Agreement and filed it separately with the
Securities and Exchange Commission pursuant to our request
for confidential treatment under Rule 24b-2. We have
identified the omitted confidential information by the
following statement, "Confidential portions of material have
been omitted and filed separately with the Securities and
Exchange Commission," as indicated throughout the document
with an asterisk in brackets ([*])). The Company undertakes
to supplementally furnish to the Commission upon request a
copy of the schedules to Exhibit 2.1 omitted pursuant to
Item 601(b)(2) of Regulation S-K of the Exchange Act.
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.
Date: May 16, 2003 NN, INC.
By: /s/ William C. Kelly, Jr.
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William C. Kelly, Jr.
Treasurer, Secretary and Chief Administrative
Officer
EXHIBIT INDEX
Exhibit Number Description
2.1 Asset Purchase Agreement, dated April 14, 2001, by and among
SKF Holding Maatschappij Holland B.V., SKF B.V., NN, Inc.,
and NN Netherlands B.V. (We have omitted certain information
from the Agreement and filed it separately with the
Securities and Exchange Commission pursuant to our request
for confidential treatment under Rule 24b-2. We have
identified the omitted confidential information by the
following statement, "Confidential portions of material have
been omitted and filed separately with the Securities and
Exchange Commission," as indicated throughout the document
with an asterisk in brackets ([*])). The Company undertakes
to supplementally furnish to the Commission upon request a
copy of the schedules to Exhibit 2.1 omitted pursuant to
Item 601(b)(2) of Regulation S-K of the Exchange Act.