SECURITIES AND EXCHANGE COMMISSION
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 2, 2004
HILLENBRAND INDUSTRIES, INC.
Indiana | 1-6651 | 35-1160484 | ||
(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation) | File Number) | Identification No.) |
700 State Route 46 East | ||
Batesville, Indiana | 47006-8835 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (812) 934-7000
Not Applicable
(Former name or former address,
if changed since last report.)
Item 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On June 2, 2004, Hillenbrand Industries, Inc. announced that it had priced its offering of $250,000,000 in aggregate principal amount of 4.50% Senior Notes due 2009. The full text of the press release issued in connection with the pricing of the Senior Notes is attached as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
A shelf registration statement relating to the notes that we intend to sell has previously been filed with, and declared effective by, the Securities and Exchange Commission.
We intend to sell the Senior Notes pursuant to an Underwriting Agreement, dated June 2, 2004 among Hillenbrand Industries, Inc. and Goldman, Sachs & Co. and Citigroup Global Markets Inc., as Representatives of the Underwriters named therein (the Underwriting Agreement). The Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K. In connection with the planned offering, we anticipate entering into a Supplemental Indenture No. 1, between Hillenbrand Industries, Inc. and LaSalle Bank National Association, as trustee (the Supplemental Indenture). The form of the Supplemental Indenture is attached as Exhibit 4.1 to this Current Report on Form 8-K.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibit No. |
Exhibit |
|
1.1
|
Underwriting Agreement, dated June 2, 2004 among Hillenbrand Industries, Inc. and Goldman, Sachs & Co. and Citigroup Global Markets Inc., as Representatives of the Underwriters. | |
4.1
|
Form of Supplemental Indenture No. 1, to be entered between Hillenbrand Industries, Inc. and LaSalle Bank National Association, as trustee | |
5.1
|
Opinion of Bracewell & Patterson, L.L.P. | |
99.1
|
Press Release |
2
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.
HILLENBRAND INDUSTRIES, INC. | ||||||||||
DATE: June 3, 2004
|
BY: | /S/ | Scott K. Sorensen | |||||||
Scott K. Sorensen | ||||||||||
Vice President and | ||||||||||
Chief Financial Officer | ||||||||||
DATE: June 3, 2004
|
BY: | /S/ | Gregory N. Miller | |||||||
Gregory N. Miller | ||||||||||
Vice President, Controller and | ||||||||||
Chief Accounting Officer |
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INDEX TO EXHIBITS
Exhibit No. |
Description |
Page |
||
1.1
|
Underwriting Agreement, dated June 2, 2004 among Hillenbrand Industries, Inc. and Goldman, Sachs & Co. and Citigroup Global Markets Inc., as Representatives of the Underwriters. | |||
4.1
|
Form of Supplemental Indenture No. 1, to be entered between Hillenbrand Industries, Inc. and LaSalle Bank National Association, as trustee | |||
5.1
|
Opinion of Bracewell & Patterson, L.L.P. | |||
99.1
|
Press Release |
1