SC 13D: General Statement of Acquisition of Beneficial Ownership
Published on October 22, 1997
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
COMPUTATIONAL SYSTEMS, INCORPORATED
-----------------------------------------------------------
(Name of Issuer)
COMMON STOCK
NO PAR VALUE
(Title of Class of Securities)
0002048281
-----------------------------------------------------------
(CUSIP Number)
Harley M. Smith
Assistant General Counsel
Emerson Electric Co.
8000 W. Florissant Avenue
St. Louis, MO 63136
(314) 553-2706
-----------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 17, 1997
-----------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this Schedule because of Rule 13d-1(b)(3) or (4), check the following
box: [ ]
Note: Six copies of this Statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
(Continued on following pages)
==============================================================================
CUSIP No. 0002048281 13D Page 2 of 6 Pages
- -------------------- -----------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
EMERSON ELECTRIC CO. (I.R.S. Identification Number 43-0259330)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO, WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Missouri
NUMBER 7 SOLE VOTING POWER
OF SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,123,692 (see Item 6)
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 10 SHARED DISPOSITIVE POWER
1,123,692 (see Item 6)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,123,692 (see Item 6)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 22.2%
14 TYPE OF REPORTING PERSON
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!*
Item 1. Security and Issuer
The class of equity securities to which this statement relates
is the common stock, no par value per share (the "Common Stock"), of
Computational Systems, Incorporated, a Tennessee corporation (the "Issuer").
The principal executive offices of the Issuer are located at 835 Innovation
Drive, Knoxville, TN 37932.
Item 2. Identity and Background
The name of the person filing this statement is Emerson
Electric Co., a Missouri corporation ("Emerson").
Emerson's principal business is the manufacture of electronic,
electrical and related products.
The address of the principal business and the principal office
of Emerson is 8000 W. Florissant Avenue, St. Louis, MO 63136. The name,
business address, present principal occupation or employment, and citizenship
of each director and executive officer of Emerson are set forth on Schedule A.
During the last five years, neither Emerson nor any other
person controlling Emerson nor, to the best of its knowledge, any of the
persons listed on Schedule A attached hereto, has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or has been
a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Emerson received the Option (as defined in Item 6) in
connection with the merger. See Item 6. Emerson intends to pay for shares of
Common Stock purchasable upon any exercise of the Option with cash on hand.
Item 4. Purpose of Transaction
See Item 6.
Item 5. Interest in Securities of the Issuer
(a) For the purpose of Rule 13d-3 promulgated under the
Securities Exchange Act of 1934, as amended, Emerson has shared voting
power and shared dispositive power with respect to (and therefore
beneficially owns) 1,123,692 shares of Common Stock, representing
approximately 22.2% of the outstanding shares of Common Stock. Except
as set forth in Item 5, neither Emerson nor any other person controlling
Emerson, nor, to the best of its knowledge after reasonable inquiry, any
director or executive officer of Emerson owns beneficially any shares of
Common Stock.
(b) Emerson does not have sole power to vote or to direct the
vote of any shares of Common Stock. Emerson does not have sole power to
dispose or to direct the disposition of any shares of Common Stock.
Emerson has shared power to vote or to direct the vote of the 1,123,692
shares of Common Stock currently held by Mr. Ronald G. Canada. Emerson
has shared power to dispose or to direct the disposition of the
1,123,692 shares of Common Stock currently held by Mr. Canada.
(c) No transactions in the Common Stock have been effected
since August 24, 1997 by Emerson, any other person controlling Emerson,
or to the best of Emerson's knowledge, any of the persons named in
Schedule A.
(d) Inapplicable.
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
On October 17, 1997, Emerson, the Issuer and Emersub LVII, Inc.
entered into an Agreement and Plan of Merger (the "Merger Agreement")
providing for, subject to the terms and conditions set forth in the Merger
Agreement, the merger of Emersub LVII, Inc., a wholly owned direct subsidiary
of Emerson, with and into the Issuer with the Issuer to be the surviving
corporation in the merger. As a result of the merger, the Issuer would become
a wholly owned direct subsidiary of Emerson. Consummation of the merger is
subject to approval by the stockholders of the Issuer, the expiration of the
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, and certain other customary closing conditions.
As an inducement and a condition to Emerson's entering into the
Merger Agreement, Mr. Canada (owner of approximately 22.2% of the outstanding
Common Stock) entered into a Stockholder Option Agreement (the "Stockholder
Agreement") with Emerson dated as of October 17, 1997. Pursuant to the
Stockholder Agreement, Mr. Canada has granted to Emerson (i) an option (the
"Option"), exercisable upon termination of the Merger Agreement in certain
circumstances, to purchase all shares of Common Stock held by him (the
"Shares") and (ii) a proxy to vote all the Shares in favor of the merger and
the other transactions contemplated by the Merger Agreement and against any
action which is intended, or could reasonably be expected, to impede,
interfere with, delay, postpone, or materially adversely affect the merger or
the transactions contemplated by the Merger Agreement.
The Stockholder Agreement also imposes various restrictions and
limitations on Mr. Canada's rights to sell, assign, transfer, encumber or
otherwise dispose of, or grant proxies or enter into agreements with respect
to, the Shares.
The Stockholder Agreement will terminate upon the termination
of the Merger Agreement in accordance with its terms, except that if the
termination of the Merger Agreement results in the Option becoming
exercisable, the Stockholder Agreement will automatically terminate (and the
Option will automatically expire) on the 31st business day after such
termination.
The summary contained in this Schedule 13D of certain
provisions of the Stockholder Agreement and the Merger Agreement is qualified
in its entirety by reference to the Stockholder Agreement and the Merger
Agreement attached as Exhibits 1 and 2 hereto, respectively, and incorporated
herein by reference.
Except for the Stockholder Agreement and the Merger Agreement,
to the best knowledge of Emerson, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between Emerson and Mr.
Canada or any other person with respect to any securities of the Issuer,
including, but not limited to, transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits
Exhibit 1: Stockholder Option Agreement dated as of
October 17, 1997 between Emerson Electric
Co. and Ronald G. Canada.
Exhibit 2: Agreement and Plan of Merger dated as of
October 17, 1997 among Computational
Systems, Incorporated, Emerson Electric Co.,
and Emersub LVII, Inc.
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: October 22, 1997
EMERSON ELECTRIC CO.
By: /s/ Harley M. Smith
--------------------------------------
Name: Harley M. Smith
Title: Assistant General Counsel
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF EMERSON ELECTRIC CO.
The name, business address, title, present principal occupation
or employment of each of the directors and executive officers of Emerson
Electric Co. ("Emerson") are set forth below. If no business address is
given, the director's or officer's business address is 8000 W. Florissant
Avenue, St. Louis, MO 63136. Unless otherwise indicated below, all of the
persons listed below are citizens of the United States of America.
- ------------------------------------------------------------------------------
Directors
- ------------------------------------------------------------------------------
Present Principal Occupation
Name and Business Address Including Name of Employer
- ------------------------------------------------------------------------------
A.A. Busch III Chairman of the Board and Chief
Anheuser-Busch Companies, Inc. Executive Officer of Anheuser-Busch
One Busch Place Companies, Inc.
St. Louis, MO 63118
J.G. Berges Vice Chairman of Emerson
L.L. Browning, Jr. Retired
9006 Sedgwick Place Drive
St. Louis, MO 63124
D.C. Farrell Chairman and Chief Executive Officer
The May Department Stores Company of The May Department Stores
611 Olive Street Company
St. Louis, MO 63101
J.A. Frates Private Investor
1323 East 71st Street
Tulsa, OK 74136
Chairman of Railtrack Group PLC
R.B. Horton
Railtrack Group PLC
40 Bernard Street
London WC1N 1BY
England
Citizenship: United Kingdom
C.F. Knight Chairman of the Board and Chief
Executive Officer of Emerson
G.A. Lodge President of InnoCal Management, Inc.
InnoCal Management, Inc.
Park 80 West/Plaza One
Saddle Brook, NJ 07662
V.R. Loucks, Jr. Chairman and Chief Executive Officer
Baxter International Inc. of Baxter International Inc.
One Baxter Parkway
Deerfield, IL 60015
R.B. Loynd Chairman of Furniture Brands
Furniture Brands International, Inc. International, Inc.
101 S. Hanley Road, Ste. 1900
St. Louis, MO 63105
R.L. Ridgway Retired
2695 Marcey Road
Arlington, VA 22207
R.W. Staley Vice Chairman of Emerson and
Emerson Electric Asia Pacific Chairman of Emerson Asia-Pacific
6701 Central Plaza
18 Harbour Road
Wanchai
Hong Kong
A.E. Suter Senior Vice Chairman and Chief
Administrative Officer of Emerson
G.W. Tamke President and Chief Operating Officer
of Emerson
W.M. Van Cleve Attorney, Bryan Cave L.L.P.
Bryan Cave L.L.P.
1 Metropolitan Square, Ste. 3600
211 N. Broadway
St. Louis, MO 63102-2750
E.E. Whitacre, Jr. Chairman and Chief Executive Officer
SBC Communications Inc. of SBC Communications Inc., a
175 E. Houston, Ste. 1300 diversified communications holding
San Antonio, TX 78205 company
E.F. Williams, Jr. Retired
515 Olive Street, Ste. 1505
St. Louis, MO 63101
- ------------------------------------------------------------------------------
Executive Officers (who are not also Directors)
- ------------------------------------------------------------------------------
Present Principal Occupation
Name and Business Address Including Name of Employer
- ------------------------------------------------------------------------------
W.J. Galvin Senior Vice President-Finance and
Chief Financial Officer of Emerson
W.W. Withers Senior Vice President, Secretary and
General Counsel of Emerson