UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
APRIL 3, 2007
Date of Report (Date of earliest event reported)
ALTRA HOLDINGS, INC.
ALTRA INDUSTRIAL MOTION, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 001-33209 61-1478870
DELAWARE 333-124944 30-0283143
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
14 HAYWARD STREET
QUINCY, MASSACHUSETTS 02171
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(Address of principal executive offices) (Zip Code)
(617) 328-3300
(Registrant's telephone number, including area code)
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 (see General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On April 3, 2007, Altra Industrial Motion, Inc. (the
"Company"), announced that it and certain of its domestic
subsidiaries have entered into a definitive purchase agreement
to sell $105,000,000 aggregate principal amount of 9% Senior
Secured Notes due 2011 (the "Senior Secured Notes") in a
private offering to "qualified institutional buyers" as
defined in Rule 144A under the Securities Act of 1933, as
amended (the "Securities Act"), and outside the United States
in compliance with Regulation S under the Securities Act. The
Senior Secured Notes will be issued under an indenture, dated
November 30, 2004, as amended, pursuant to which the Company
previously issued $165,000,000 aggregate principal amount of
9% Senior Secured Notes due 2011. The Senior Secured Notes
have not been registered under the Securities Act and may not
be offered or sold in the United States, absent registration
or an applicable exemption from such registration
requirements.
The Company intends to use the net proceeds from the
offering of the Senior Secured Notes together with borrowings
under its senior revolving credit facility and cash on hand to
fund the acquisition of TB Wood's Corporation ("TB Wood's"),
repay certain existing indebtedness of TB Wood's and pay
related fees and expenses. The Company expects the offering of
the Senior Secured Notes and the acquisition of TB Wood's to
close on April 5, 2007.
ITEM 8.01 OTHER EVENTS.
The information set forth in the press release
attached hereto as Exhibit 99.1 is incorporated herein by
reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit No. Description
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99.1 Press Release, dated April 3, 2007.
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SIGNATURES
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.
ALTRA HOLDINGS, INC.
/s/ Michael L. Hurt
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Name: Michael L. Hurt
Title: Chief Executive Officer
Date: April 3, 2007
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.
ALTRA INDUSTRIAL MOTION, INC.
/s/ Michael L. Hurt
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Name: Michael L. Hurt
Title: Chief Executive Officer
Date: April 3, 2007
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