form8-k.htm
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):
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June
1, 2009
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Cameron
International Corporation
______________________________________________
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
___________________
(State
or other
jurisdiction
of
incorporation)
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1-13884
_________________
(Commission
File
Number)
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76-0451843
___________________
(I.R.S.
Employer
Identification
No.)
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1333
West Loop South, Suite 1700,
Houston,
Texas
________________________________________
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77027
_______________
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(Address
of Principal Executive Offices)
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(Zip
Code)
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|
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Registrant’s
telephone number, including area code:
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(713)
513-3300
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Not
Applicable
_______________________________________________________________________
(Former
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):
[X] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4 (c))
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Item
1.01
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Entry
into a Material Definitive
Agreement.
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On June
1, 2009, Cameron International Corporation, a Delaware corporation (“Cameron”), NATCO
Group Inc., a Delaware corporation (“NATCO”), and Octane
Acquisition Sub, Inc., a Delaware corporation and a direct, wholly owned
subsidiary of Cameron (“Merger Sub”), entered
into an Agreement and Plan of Merger (the “Merger
Agreement”). Under the terms of the Merger Agreement, Merger
Sub will merge with and into NATCO, with NATCO continuing as the surviving
entity (the “Merger”).
Under the terms of the Merger
Agreement, each share of NATCO common stock outstanding immediately prior to the
closing of the Merger, will be exchanged for 1.185 shares of Cameron common
stock (the “Exchange
Ratio”). In connection with the Merger, each share of NATCO
restricted stock outstanding immediately prior to the effective time of the
Merger will become fully vested (except for a limited number of permitted grants
between signing and closing which will not automatically vest) and will be
converted into Cameron common stock at the Exchange Ratio. Further,
upon consummation of the Merger, all outstanding NATCO stock options will fully
vest (except for a limited number of permitted grants between signing and
closing which will not automatically vest) and will be assumed by Cameron but
will represent the right to acquire Cameron common stock, with corresponding
adjustments to the number of shares and exercise price based on the Exchange
Ratio. Based upon the current capitalization of Cameron and NATCO,
the stockholders of NATCO will own approximately 10% of the combined company
upon consummation of the Merger.
The Merger Agreement contains customary
representations, warranties and covenants by each of the
parties. Completion of the Merger is conditioned upon, among other
things: (1) approval of the Merger Agreement by NATCO’s stockholders, (2)
applicable regulatory approvals, including, the termination or expiration of the
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended, (3) the effectiveness of a registration statement on Form
S-4 that will be filed by Cameron for the issuance of its common stock in the
Merger and the approval of the listing of these shares on the New York Stock
Exchange, (4) the absence of legal impediments prohibiting the Merger and any
related transaction, (5) the absence of any material adverse effect with respect
to Cameron’s or NATCO’s business, as applicable and (6) delivery of tax opinions
by each of Cameron’s and NATCO’s counsel.
Investors are cautioned that the
representations, warranties and covenants included the Merger Agreement were
made by Cameron and NATCO to each other. These representations,
warranties and covenants were made as of specific dates and only for purposes of
the Merger Agreement and are subject to important exceptions and limitations,
including a contractual standard of materiality different from that generally
relevant to investors, and are qualified by information in confidential
disclosure letters that the parties exchanged in connection with the execution
of the Merger Agreement as well as information contained in Cameron’s and
NATCO’s public filings with the Securities and Exchange Commission (the
“SEC”). In addition, the representations and warranties may have been
included in the Merger Agreement for the purpose of allocating risk between the
parties, rather than to establish matters as facts. The Merger
Agreement is described in this Current Report on Form 8-K and attached hereto as
Exhibit 2.1 only to provide you with information regarding its terms and
conditions, and, except for its status as a contractual document that
establishes and governs the legal relationship among the parties thereto with
respect to the Merger, not to provide any other factual information regarding
the parties or their respective business or the actual conduct of their
respective businesses during the pendency of the Merger
Agreement. Investors are not third-party beneficiaries under the
Merger Agreement and should not rely on the representations and warranties in
the Merger Agreement as characterizations of the actual state of facts about
Cameron or NATCO. Furthermore, investors should not rely on the
covenants in the Merger Agreement as actual limitations on the respective
businesses of Cameron and NATCO, because either party may take certain actions
that are expressly permitted in the confidential disclosure letters to the
Merger Agreement or as otherwise consented to by the appropriate party, which
consent may be given without prior notice to the public.
The Merger Agreement contains
provisions granting both Cameron and NATCO rights to terminate the Merger
Agreement for certain reasons, including, among others, (1) if the Merger is not
completed by March 31, 2010, (2) if NATCO’s stockholders fail to approve the
Merger Agreement, or (3) if a final and non-appealable governmental order,
decree or ruling has been issued prohibiting the Merger. In the event
of a termination of the Merger Agreement under certain circumstances, NATCO may
be required to pay Cameron a termination fee of $27.3 million, or Cameron or
NATCO may be required to pay the other party its out-of-pocket costs related to
the transaction but not to exceed $6 million.
The foregoing description of the Merger
Agreement does not purpose to be complete and is qualified in its entirety by
reference to the Merger Agreement which is filed as Exhibit 2.1, and is
incorporated into this Current Report on Form 8-K by reference.
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Item
3.03
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Material
Modification to rights of Security
Holders.
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Forward-Looking
Statements
Information
set forth in this document may contain forward-looking statements, which involve
a number of risks and uncertainties. Cameron cautions readers that
any forward-looking information is not a guarantee of future performance and
that actual results could differ materially from those contained in the
forward-looking information. Such forward-looking statements include, but are
not limited to, statements about the benefits of the business combination
transaction involving Cameron and NATCO, including future financial and
operating results, the new company’s plans, objectives, expectations and
intentions and other statements that are not historical facts.
The
following additional factors, among others, could cause actual results to differ
from those set forth in the forward-looking statements: the ability to satisfy
the closing conditions of the transaction, including obtaining regulatory
approvals for the transaction and the approval of the merger agreement by the
NATCO stockholders; the risk that the businesses will not be integrated
successfully; the risk that the cost savings and any other synergies from the
transaction may not be fully realized or may take longer to realize than
expected; disruption from the transaction making it more difficult to maintain
relationships with customers, employees or suppliers; the impact of other
acquisitions that Cameron or NATCO have made or may make before the transaction;
competition and its effect on pricing; and exploration and development spending
by E&P operators. Additional factors that may affect future results are
contained in Cameron’s and NATCO’s filings with the Securities and Exchange
Commission (“SEC”), which are
available at the SEC’s web site http://www.sec.gov. Cameron and NATCO
disclaim any obligation to update and revise statements contained in these
materials based on new information or otherwise.
Additional
Information and Where to Find It
In
connection with the proposed merger, Cameron will file with the SEC a
Registration Statement on Form S-4 and NATCO will file a proxy statement, which
will be mailed to NATCO’s stockholders. INVESTORS AND SECURITY HOLDERS ARE URGED
TO CAREFULLY READ THE S-4 AND PROXY STATEMENT REGARDING THE PROPOSED MERGER WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may
obtain a free copy of the S-4 and proxy statement (when available) and other
related documents filed by Cameron and NATCO with the SEC at the SEC’s website
at www.sec.gov. The S-4 and proxy statement (when it is available) and the other
documents may also be obtained for free by accessing Cameron’s website at
www.c-a-m.com under the
heading “Investor Relations” and then under the heading “SEC Filings” or by
accessing NATCO’s website at www.natcogroup.com under the tab “Investor
Relations” and then under the heading “SEC Filings”.
Participants
in the Solicitation
NATCO and
its directors, executive officers and certain other members of management and
employees may be soliciting proxies from its stockholders in favor of the
merger. Information regarding the persons who may, under the rules of the SEC,
be considered participants in the solicitation of the stockholders in connection
with the proposed merger will be set forth in NATCO’s proxy statement when it is
filed with the SEC. You can find information about NATCO’s executive officers
and directors in their definitive proxy statement filed with the SEC on March
23, 2009. You can obtain free copies of these documents from NATCO using the
contact information above.
On June
1, 2009, Cameron
issued a
press release announcing the execution of the Merger Agreement and the timing of
a conference call to discuss the transaction. A
copy of that press release is attached hereto as Exhibit 99.1 and is
incorporated into this Current Report on Form 8-K by reference. The
press release contains statements intended as “forward-looking statements” that
are the subject of cautionary statements about forward-looking statements set
forth in the press release.
As
mentioned in the press release, a joint conference call to discuss the
transaction was held at 10:00 a.m. Eastern time on June 2,
2009. Attached as Exhibit 99.2 to this Current Report on Form 8-K is
a transcript of the conference call. While every effort has been made
to provide an accurate transcription, there may be typographical mistakes,
indications of inaudible statements, errors, omissions or inaccuracies in the
transcript. Cameron believes that none of these inaccuracies is
material. A replay of the recorded conference call will be available
for 30 days following the conference call and be obtained through the “Investor
Relations” and then “SEC Filings” link to Cameron’s website at
www.c-a-m.com.
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Item
9.01
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Financial
Statements and Exhibits.
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(d) Exhibits.
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Exhibit Number
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Description of Exhibit
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2.1
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Agreement
and Plan of Merger, dated June 1, 2009, by and among Cameron International
Corporation, NATCO Group Inc., and Octane Acquisition Sub,
Inc.
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99.1
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Joint
Press Release, dated June 1, 2009.
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99.2
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Transcript
of June 2, 2009 conference
call.
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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.
Date: June
2, 2009
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CAMERON
INTERNATIONAL CORPORATION
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By: /s/ William
C.
Lemmer
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William
C. Lemmer
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Senior
Vice President and General
Counsel
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INDEX
TO EXHIBITS
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Exhibit Number
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Description of Exhibit
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2.1
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Agreement
and Plan of Merger, dated June 1, 2009, by and among Cameron International
Corporation, NATCO Group Inc., and Octane Acquisition Sub,
Inc.
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99.1
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Joint
Press Release, dated June 1, 2009.
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99.2
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Transcript
of June 2, 2009 conference
call.
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