AMETEK, Inc. Announces Consent Achievement Date
17 June 1998
AMETEK, Inc. Announces Consent Achievement Date
PAOLI, Pa., June 16 -- AMETEK, Inc.
("the Company") announced that as of 3:00 p.m., New York City time, on
June 16, 1998, it had received consents and tenders from registered holders
representing more than 87% of the $150 million outstanding principal amount of
the Company's 9-3/4% Senior Notes due 2004 (the "Notes"). The Notes are the
subject of a concurrent cash tender offer and consent solicitation, which, as
previously announced, commenced on June 3, 1998.
As a result, June 16, 1998 is the Consent Achievement Date under the
Company's Offer to Purchase and Consent Solicitation Statement. Therefore, in
order to be entitled to the Consent Payment ($25 per $1,000 principal amount
of Notes) a holder of Notes must tender their Notes, and thereby consent to
the proposed amendments to the Indenture on or prior to 5:00 p.m. New York
City time on June 17, 1998 (one business day after this announcement), subject
to the other requirements specified in the Offer to Purchase and Consent
Solicitation Statement.
Since the Company has received the consent of the requisite aggregate
principal amount of the Notes outstanding, the Company intends to promptly
cause the execution of a supplemental indenture reflecting the proposed
amendments to the indenture governing the Notes. These amendments
substantially modify or eliminate the restrictive covenants in the indenture,
and they will become operative if and when the Company purchases the Notes
upon completion of the tender offer. Holders of untendered Notes will be
bound by the amendments if and when they become operative.
As previously announced, the tender offer will expire at 12:00 Midnight,
New York City time, on June 30, 1998 (the "Expiration Date"), unless extended.
Holders may tender their Notes until this Expiration Date. Noteholders must
consent to the proposed amendments in order to validly tender. 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.
Salomon Smith Barney is the exclusive dealer manager and consent
solicitation agent. Please call the Salomon Smith Barney Liability Management
Group at 800-558-3745 with any questions pertaining to the tender offer or
consent solicitation.
This announcement is not an offer to purchase, a solicitation of an offer
to purchase or a solicitation of consents with respect to any of the Notes due
2004. The tender offer and consent solicitation are made solely by the Offer
to Purchase and Consent Solicitation Statement dated June 3, 1998.
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.
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.