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): August 24, 2005
JOHNSON CONTROLS, INC.
(Exact name of registrant as specified in its charter)
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| Wisconsin
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1-5097
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39-0380010 |
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(State or other
jurisdiction of
incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.) |
5757 N. Green Bay Avenue, P.O. Box 591
Milwaukee, Wisconsin 53201-0591
(Address of principal executive offices, including zip code)
(414) 524-1200
(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:
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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 1.01 Entry into a Material Definitive Agreement
On August 24, 2005, Johnson Controls, Inc. (Johnson Controls) announced that it will
acquire York International Corporation (York) in an all-cash transaction. Under the
definitive agreement unanimously approved by the Boards of Directors of both
companies, York shareholders will receive $56.50 for each outstanding share of York
common stock. The total value of the acquisition is anticipated to be approximately
$3.2 billion, including the assumption of approximately $800 million of York debt.
Johnson Controls expects to finance the transaction with short and long-term
borrowings and anticipates the transaction will close in December 2005, subject to
customary closing conditions that include regulatory approvals and York shareholder
approval. A copy of the press release is attached as Exhibit 99.1 and incorporated
herein by reference. In connection with the acquisition, Johnson Controls will be
conducting a conference call and webcast on August 25, 2005, at 9:30 a.m. Eastern
Time. A copy of conference call presentation is attached as Exhibit 99.2 and
incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
The information included in Item 1.01 — Entry into a Material Definitive Agreement,
is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits:
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99.1
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Press release issued by the registrant on August 24, 2005. |
99.2
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Johnson Controls Acquisition of York International Investor Presentation issued by the registrant on August 25, 2005. |
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