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
Date of Report:
July 9, 2009
(Date of earliest event reported)
HERMAN MILLER, INC.
(Exact name of registrant as specified in its charter)
| Michigan (State or Other Jurisdiction of incorporation) |
001-15141 (Commission File No.) |
38-0837640 (IRS Employer Identification No.) |
| 855 East Main Avenue Zeeland, Michigan (Address of Principal Executive Offices) |
49464 (Zip Code) |
(616) 654-3000
(Registrant’s
Telephone Number, Including Area Code)
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):
[_] 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 8.01. Other Events
On July 9, 2009, Herman Miller, Inc. (the “Company”) announced the preliminary results of the modified Dutch Auction tender offer (the “tender offer”) that was announced on June 24, 2009. The Company has received tenders of $110,537,000 aggregate principal amount of its outstanding 7.125% Notes due 2011. A copy of the press release announcing the preliminary results of the tender offer is attached to this report as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| 99.1 | Press release announcing preliminary results of the tender offer, issued by the Company on July 9, 2009 |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
| Dated: July 9, 2009 | HERMAN MILLER, INC. (Registrant) By: /s/ James E. Christenson —————————————— James E. Christenson Senior Vice President, Legal Services, and Secretary |
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Exhibit 99.1
Herman Miller, Inc. Announces Preliminary Results of Tender Offer for 7.125% Notes Due March 15, 2011
|
Release: Date: Contact: Address: Internet: |
Immediate July 9, 2009 Joe Nowicki (616) 654 5222 or joe_nowicki@hermanmiller.com Greg Bylsma (616) 654 7578 or greg_bylsma@hermanmiller.com Mark Schurman (616) 654 5498 or mark_schurman@hermanmiller.com Herman Miller, Inc., 855 East Main Avenue, PO Box 302, Zeeland, MI 49464-0302 www.hermanmiller.com |
Herman Miller, Inc. (NASDAQ: MLHR) (“Herman Miller,” “we,” “us” or “our”) today announced that, as of 5:00 P.M., New York City time, on July 8, 2009 (such date and time, the “Early Tender Date”), it has received tenders of $110,537,000 aggregate principal amount of its outstanding 7.125% Notes due 2011 (the “Notes”) pursuant to its previously announced modified Dutch Auction tender offer (the “Tender Offer”) to purchase, for cash, up to $75,000,000 aggregate principal amount of the Notes, in accordance with the terms and subject to the conditions set forth in the Offer to Purchase for Cash, dated June 24, 2009, and the accompanying Letter of Transmittal (together, the “Offer Documents”).
The Tender Offer will expire at 11:59 P.M. New York City time, on July 22, 2009, unless extended or earlier terminated (such date and time, as the same may be extended or earlier terminated, the “Expiration Date”). Holders of Notes may continue to tender such Notes on or prior to the Expiration Date, but such holders will not be eligible to receive the Early Tender Payment (as defined in the Offer Documents) with respect to valid tenders of Notes after the Early Tender Date and on or prior to the Expiration Date. Withdrawal rights with respect to the Tender Offer have terminated. For more information regarding the terms of the Tender Offer, please refer to the Offer Documents.
Goldman, Sachs & Co. is serving as Dealer Manager in connection with the Tender Offer. Global Bondholder Services Corporation is serving as Depositary and Information Agent in connection with the Tender Offer. Persons with questions regarding the Tender Offer should contact Goldman, Sachs & Co. at 877-686-5059 (toll free) or 212-902-5183 (collect). Requests for copies of the Offer Documents may be directed to Global Bondholder Services Corporation at 866-387-1500 (toll free) or 212-430-3774 (collect).
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This press release is for informational purposes only and does not constitute an offer to purchase, the solicitation of an offer to purchase or a solicitation of tenders. The information in this press release is subject in all respects to the terms and conditions set forth in the Offer Documents. The Tender Offer is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. No recommendation is made as to whether or not holders of Notes should tender their Notes pursuant to the Tender Offer. The Tender Offer is being made solely pursuant to the Offer Documents, which more fully set forth and govern the terms and conditions of the Tender Offer. The Offer Documents contain important information and should be read carefully before any decision is made with respect to the Tender Offer.
About Herman Miller
Herman Miller works for a better
world around you – with inventive designs, technologies and related services that
improve the human experience wherever people work, heal, learn, and live. Our curiosity,
ingenuity, and design excellence create award-winning products and services, resulting in
more than $1.6 billion in revenue in fiscal 2009. Innovative business practices and a
commitment to social responsibility have also established Herman Miller as a recognized
global company. In 2009, Herman Miller was again cited by FORTUNE as both the
“Most Admired” in its industry and among the “100 Best Companies to Work
For” in America, while Fast Company named Herman Miller among the
innovative “Companies to Watch.” Herman Miller trades on the NASDAQ Global
Select Market under the symbol MLHR.
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act, as amended, that are based on our management’s beliefs, assumptions, current expectations, estimates, and projections about the office furniture industry, the economy, and the company itself. Words like “anticipates,” “believes,” “confident,” “estimates,” “expects,” “forecasts,” likely,” “plans,” “projects,” “should,” variations of such words, and similar expressions identify such forward-looking statements. These statements do not guarantee future performance and involve certain risks, uncertainties, and assumptions that are difficult to predict with regard to timing, extent, likelihood, and degree of occurrence. These risks include, without limitation, employment and general economic conditions, the pace of economic recovery in the U.S., and in our International markets, the increase in white-collar employment, the willingness of customers to undertake capital expenditures, the types of products purchased by customers, competitive-pricing pressures, the availability and pricing of raw materials, our reliance on a limited number of suppliers, currency fluctuations, the ability to increase prices to absorb the additional costs of raw materials, the financial strength of our dealers and the financial strength of our customers, the mix of our products purchased by customers, our ability to attract and retain key executives and other qualified employees, our ability to continue to make product innovations, the success of newly introduced products, our ability to serve all of our markets, possible acquisitions, divestitures or alliances, the outcome of pending litigation or governmental audits or investigations, political risk in the markets we serve, and other risks identified in our filings with the Securities and Exchange Commission. Therefore, actual results and outcomes may materially differ from what we express or forecast. Furthermore, Herman Miller undertakes no obligation to update, amend or clarify forward-looking statements.
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