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): December 9, 2005
Commission File Number 1-5097
JOHNSON CONTROLS, INC.
(Exact name of registrant as specified in its charter)
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Wisconsin
(State of Incorporation)
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39-0380010
(I.R.S. Employer Identification No.) |
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5757 N. Green Bay Avenue
P.O. Box 591
Milwaukee, Wisconsin
(Address of principal executive offices)
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53201
(Zip Code) |
Registrant’s telephone number, including area code: (414) 524-1200
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On December 9, 2005, Johnson Controls, Inc. (the “Company”) completed the acquisition of York
International Corporation (“York”) in an all-cash transaction pursuant to the terms of an Agreement
and Plan of Merger, dated August 24, 2005, by and among the Company, York and YJC Acquisition
Corporation, a wholly-owned subsidiary of the Company (“YJC”). The Company acquired all
outstanding shares of York stock for $56.50 per share, without interest (the “Merger
Consideration”), by virtue of the merger of YJC with and into York. York continued as the
surviving corporation and became a wholly-owned subsidiary of the Company. Each outstanding option
to purchase York stock was canceled and converted into the right to receive in cash the amount by
which the Merger Consideration exceeded the exercise price. The total value of the acquisition was
approximately $3.2 billion, including approximately $565 million of York debt.
The Company intends to refinance approximately $65 million of the York debt. York’s
$200,000,000 Senior Notes, 6.625% due August 2006; $200,000,000 Senior Notes, 6.7% due August 2008;
and $100,000,000 Senior Notes, 5.8% due November 2012 will remain outstanding in accordance with
their respective terms and will not be guaranteed by the Company.
The total cash required to complete the transaction was approximately $2.6 billion, which
included payment for the York stock and transaction fees and expenses. The Company financed the
acquisition by issuing unsecured commercial paper obligations. The Company intends to refinance
all or part of the commercial paper borrowings with long-term debt.
York, which is headquartered in York, Pennsylvania, is a supplier of heating, ventilation,
air-conditioning, and refrigeration (HVAC&R) systems and solutions. York designs, manufactures,
sells, and services HVAC systems for commercial and residential markets; gas-compression equipment
for industrial processing; industrial and commercial refrigeration equipment; and compressors for
residential and commercial air-conditioning. Prior to completion of the transaction,
York’s stock was listed on the New York Stock Exchange, and York filed various reports with the
Securities and Exchange Commission.
In connection with the acquisition, the Company announced that, effective following the
completion of the transaction, the Company’s Board of Directors elected former York Chief Executive
Officer and President C. David Myers as a vice president and corporate officer of the Company. The
Company also named Mr. Myers as president of its building efficiency business. Accordingly, Mr.
Myers is an executive officer of the Company.
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