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): March 2, 2004
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United Industries Corporation |
(Exact name of registrant as specified in its charter) |
333-76055 | ||
(Commission File Number) | ||
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Delaware |
| 43-1025604 |
(State or other jurisdiction of |
| (I.R.S. Employer Identification No.) |
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2150 SCHUETZ ROAD | ||
(Address of principal executive offices, with zip code) | ||
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(314) 427-0780 | ||
(Registrant’s telephone number, including area code) | ||
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Not Applicable | ||
(Former name or former address, if changed since last report) |
Item 5. Other Events and Regulation FD Disclosure
On March 2, 2004, United Industries Corporation issued two press releases announcing that it has entered into a definitive agreement to acquire The Nu-Gro Corporation and that it plans to refinance its existing senior credit facility with a new senior facility. The definitive agreement provides for the Company and a wholly owned subsidiary to acquire all of the outstanding common shares of Nu-Gro, a lawn and garden products company incorporated under the laws of Ontario, Canada, for an aggregate purchase price $143.8 million in cash. Consummation of the transaction is subject to customary conditions to closing, including regulatory, court and Nu-Gro shareholder approval. United expects to close the transaction during the second quarter of 2004. In connection with the definitive agreement, the Company also entered into an agreement with Oakwest Corporation Limited and certain related Nu-Gro shareholders who together hold approximately 26% of Nu-Gro's shares, pursuant to which such stockholders have agreed to vote in favor of the transaction.
The foregoing summary description of the definitive agreement does not purport to be complete and is qualified in its entirety by reference to the definitive. A copy of the press releases are being filed as Exhibits 99.1 and 99.2 hereto and incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Exhibit No. |
| Description |
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99.1 |
| Press Release dated March 2, 2004.* |
99.2 |
| Press Release dated March 2, 2004.* |
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| * Filed herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, United Industries Corporation has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
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| UNITED INDUSTRIES CORPORATION, | ||
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| Registrant | ||
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Dated: March 12, 2004 |
| By: | /s/ Daniel J. Johnston |
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| Name: | Daniel J. Johnston | |
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| Title: | Executive Vice President, |
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EXHIBIT INDEX
Exhibit No. |
| Description |
99.1 |
| Press release dated March 2, 2004. |
99.2 |
| Press release dated March 2, 2004. |
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