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EX-99.1 - EXHIBIT 99.1 - CAMERON INTERNATIONAL CORP | ex99_1.htm |
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):
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November
17, 2009
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Cameron
International Corporation
______________________________________________
(Exact
Name of Registrant as Specified in its Charter)
Delaware
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1-13884
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76-0451843
|
||
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
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1333
West Loop South, Suite 1700,
Houston,
Texas
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77027
|
|
(Address
of Principal Executive Offices)
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(Zip
Code)
|
Registrant’s
telephone number, including area code:
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(713)
513-3300
|
Not
Applicable
_______________________________________________________________________
(Former
Name or Former Address, if Changed Since Last Report)
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):
T
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01 Other Events.
On
November 17, 2009, Cameron International Corporation (the “Company”) issued a
press release announcing that it has reached an agreement with the Department of
Justice that will allow the Company to close on its previously announced
acquisition of NATCO Group Inc. A copy of the press release is filed
herewith as Exhibit 99.1.
Forward-Looking
Statements
Information
set forth in this document may contain forward-looking statements, which involve
a number of risks and uncertainties. Cameron cautions readers that
any forward-looking information is not a guarantee of future performance and
that actual results could differ materially from those contained in the
forward-looking information. Such forward-looking statements include, but are
not limited to, statements about the benefits of the business combination
transaction involving Cameron and NATCO, including future financial and
operating results, the new company’s plans, objectives, expectations and
intentions and other statements that are not historical facts.
The
following additional factors, among others, could cause actual results to differ
from those set forth in the forward-looking statements: the ability to satisfy
the closing conditions of the transaction, including obtaining regulatory
approvals for the transaction and the approval of the merger agreement by the
NATCO stockholders; the risk that the businesses will not be integrated
successfully; the risk that the cost savings and any other synergies from the
transaction may not be fully realized or may take longer to realize than
expected; disruption from the transaction making it more difficult to maintain
relationships with customers, employees or suppliers; the impact of other
acquisitions that Cameron or NATCO have made or may make before the transaction;
competition and its effect on pricing; and exploration and development spending
by E&P operators. Additional factors that may affect future results are
contained in Cameron’s and NATCO’s filings with the Securities and Exchange
Commission (“SEC”), which are
available at the SEC’s web site http://www.sec.gov. Cameron and NATCO
disclaim any obligation to update and revise statements contained in these
materials based on new information or otherwise.
Additional
Information and Where to Find It
In
connection with the proposed merger, Cameron has filed with the SEC a
Registration Statement on Form S-4 and NATCO has filed a proxy statement, which
has been mailed to NATCO’s stockholders. INVESTORS AND SECURITY HOLDERS ARE
URGED TO CAREFULLY READ THE S-4 AND PROXY STATEMENT REGARDING THE PROPOSED
MERGER BECAUSE THEY CONTAIN IMPORTANT INFORMATION. You may obtain a
free copy of the S-4 and proxy statement and other related documents filed by
Cameron and NATCO with the SEC at the SEC’s website at
www.sec.gov. The S-4 and proxy statement and the other documents may
also be obtained for free by accessing Cameron’s website at www.c-a-m.com under
the heading “Investor Relations” and then under the heading “SEC Filings” or by
accessing NATCO’s website at www.natcogroup.com under the tab “Investor
Relations” and then under the heading “SEC Filings”.
Participants
in the Solicitation
NATCO and
its directors, executive officers and certain other members of management and
employees may be soliciting proxies from its stockholders in favor of the
merger. Information regarding the persons who may, under the rules of the SEC,
be considered participants in the solicitation of the stockholders in connection
with the proposed merger will be set forth in NATCO’s proxy statement when it is
filed with the SEC. You can find information about NATCO’s executive officers
and directors in their definitive proxy statement filed with the SEC on March
23, 2009. You can obtain free copies of these documents from NATCO’s website as
stated above.
Item
9.01. Financial Statements and Exhibits.
(d)
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Exhibits.
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Exhibit Number
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Description of Exhibit
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99.1
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Press
Release, dated November 17,
2009.
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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 thereunto
duly authorized.
CAMERON
INTERNATIONAL CORPORATION
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By:
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/s/ William C.
Lemmer
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William
C. Lemmer
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Senior
Vice President and General Counsel
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Date: November
18, 2009
INDEX
TO EXHIBITS
Exhibit Number
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Description of Exhibit
|
|
Press
Release, dated November 17, 2009.
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