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
July 8, 2004
Date of Report
(Date of earliest event reported)
-------------------------
ESTERLINE TECHNOLOGIES CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 001-06357 13-2595091
(State or Other (Commission File No.) (IRS Employer
Jurisdiction Identification No.)
of Incorporation)
500 108th Avenue NE, Bellevue, Washington 98004
(Address of principal executive offices, including Zip Code)
425/453-9400
(Registrant's telephone number, including area code)
Item 5 . Other Events
On July 8, 2004, Esterline Technologies Corporation, a Delaware
corporation ("Esterline"), Esterline Technologies Holdings Limited, a company
formed under the laws of England and Wales and subsidiary of Esterline ("ETHL"),
Esterline Acquisition Sub, Inc., a Delaware corporation and wholly-owned
subsidiary of Esterline ("Acquisition Sub"), Leach Holding Corporation, a
Delaware corporation ("Leach"), and Robert Sires, as shareholder representative,
entered into an Agreement and Plan of Merger, dated as of July 8, 2004 (the
"Merger Agreement"). In accordance with the Merger Agreement, Acquisition Sub
will merge with and into Leach, and Leach will survive as a wholly-owned
subsidiary of ETHL. In the transaction, each stockholder of Leach will receive a
pro rata portion, determined on the basis of the total number of outstanding
shares of Leach as of the date of consummation of the transactions contemplated
by the Merger Agreement, of $145 million, which amount subject to post-closing
dollar-for-dollar adjustments for changes in working capital of Leach between
July 8, 2004 and the date of consummation of the acquisition and to
dollar-for-dollar downward adjustment for the amount of specified expenses and
certain indebtedness of Leach as of the date of consummation of the acquisition.
In addition, $12.5 million of the consideration to be paid to the Leach
stockholders will be placed in escrow for six months as security for the
stockholders' indemnification obligations under the Merger Agreement. The
consummation of the acquisition is subject to customary conditions, including
the expiration or termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976. Esterline, ETHL,
Acquisition Sub or Leach may terminate the Merger Agreement if the acquisition
has not been consummated by August 30, 2004.
The Merger Agreement is filed as an Exhibit 99.1 to this report and the
press release issued by Esterline is filed as Exhibit 99.2 to this report, each
of which is incorporated into this report by reference. This summary of the
provisions of the Merger Agreement is not complete and is qualified in its
entirety by the provisions of the Merger Agreement. You should refer to Exhibit
99.1 for a copy of the actual Merger Agreement.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
(c) Exhibit Number Description
-------------- -----------
99.1 Agreement and Plan of Merger, dated as of July
8, 2004, among Esterline Technologies
Corporation, Esterline Technologies Holdings
Limited, Esterline Acquisition Sub, Inc.,
Leach Holding Corporation and Robert Sires, as
Shareholder Representative.
99.2 Press Release issued by the Registrant on July
9, 2004.
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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.
ESTERLINE TECHNOLOGIES CORPORATION
(Registrant)
Dated: July 9, 2004 By /s/ Robert D. George
---------------------------------
Robert D. George
Vice President,
Chief Financial Officer,
Secretary and Treasurer
(Principal Financial and
Accounting Officer)
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EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
99.1 Agreement and Plan of Merger, dated as of July 8,
2004, among Esterline Technologies Corporation,
Esterline Technologies Holdings Limited, Esterline
Acquisition Sub, Inc., Leach Holding Corporation
and Robert Sires, as Shareholder Representative.
99.2 Press Release issued by the Registrant on July 9, 2004.
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