AMETEK Commences Tender Offer for Its 9-3/4% Senior Notes
4 June 1998
AMETEK Commences Tender Offer for Its 9-3/4% Senior Notes
PAOLI, Pa., June 3 -- AMETEK Inc. today announced
that it is commencing a cash tender offer for all of the $150 million
aggregate principal amount outstanding of its 9-3/4% Senior Notes due 2004
(the "Notes"). In conjunction with the tender offer, AMETEK also is
soliciting consents from the registered holders of the Notes to effect certain
amendments to the indenture under which the Notes were issued.
The purchase price to be paid by AMETEK for Notes validly tendered and
accepted for purchase will be an amount based on a yield to the first call
date of March 15, 1999 equal to a 50 basis point spread over the yield of the
5-7/8% U.S. Treasury Note due March 31, 1999 as of 2:00 p.m., New York City
time, on the second business day immediately preceding the expiration date of
the offer, as well as accrued and unpaid interest up to the payment date, less
a consent payment.
Holders who provide consents to the proposed amendments will receive a
consent payment of $25 per $1,000 principal amount of Notes tendered and
accepted for purchase pursuant to the offer if they provide their consents on
or prior to 5:00 p.m., New York City time, on the date that is the later of
June 16, 1998, or one full business day following the public announcement by
AMETEK that it has received the requisite consents to effect the amendments.
AMETEK's obligation to accept for purchase and to pay for Notes in the tender
offer is conditioned on, among other things, consent by holders of the
requisite principal amount to effect the desired indenture modifications.
The tender offer will commence at 4:00 p.m., New York City time, today and
is scheduled to expire at 12:00 midnight New York City time on June 30, 1998
unless extended or terminated earlier.
Requests for documents may be directed to ChaseMellon Shareholder
Services, the information agent, at 800-851-9671. Questions regarding the
tender and consent solicitation may be directed to Salomon Smith Barney,
Liability Management Group, the dealer manager for the tender offer, at
212-783-3738 or 800-558-3745.
The Company intends to finance the tender offer with a portion of the
proceeds from a $200 million debt offering pursuant to Rule 144A under the
Securities Act. The debt securities to be offered have not been registered
under the Securities Act and, unless so registered, may not be offered or sold
in the United States except pursuant to an applicable exemption from such
registration requirements.
John J. Molinelli, Executive Vice President and Chief Financial Officer,
said, "In 1997, AMETEK achieved its fourth consecutive year of record sales,
earnings, and earnings per share from continuing operations. We expect our
record performance to continue. This tender offer is part of our ongoing
program to manage our balance sheet and to finance our continuing growth."
AMETEK is a leading global manufacturer of electric motors and electronic
instruments with operations in North America, Europe, and Asia. Sales are
expected to approach $1 billion in 1998.
AMETEK's Corporate Growth Plan is based on Four Key Strategies:
Operational Excellence, New Products, Global & Market Expansion, and Strategic
Acquisitions & Joint Ventures. Its objective is double-digit percentage
growth in earnings per share and superior return on total capital.
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell the Notes nor a solicitation of Consents. The Offers are made
solely through the Offer to Purchase and Consent Solicitation Statement dated
June 3, 1998, and the related Letter of Transmittal and Consent. The Offers
are not being made to, nor will tenders or Consents be accepted from or on
behalf of, holders of the Notes in any jurisdiction where the making of the
Offers or the acceptance thereof would not be in compliance with the laws of
such jurisdiction. In those jurisdictions where securities, blue sky, or
other laws require the Offers to be made by a licensed broker or dealer, the
Offers shall be deemed to be made on behalf of AMETEK, Inc. by Salomon Smith
Barney or one of the registered brokers or dealers licensed under the laws of
such jurisdiction.
Forward-looking Information
Information contained in this news release, other than historical
information, are considered "forward-looking statements" and may be subject to
change based on various factors and uncertainties that may cause actual
results to differ significantly from expectations. Those factors are
contained in AMETEK's Securities and Exchange Commission filings.