Hillenbrand Announces Filing of Amended Form 10 Related to Separation of Hill-Rom and Batesville Casket
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Company Completes Consultation with SEC Regarding Accounting Treatment for Judgment Sharing Agreement
Separation Completion Expected End of March Pending Final Clearance of Form 10
BATESVILLE, Ind., Jan. 16 -- Hillenbrand Industries, Inc. (NYSE:HB) announced today the filing of the first amendment to the Batesville Holdings, Inc. Form 10 registration statement with the U.S. Securities and Exchange Commission (SEC). The filing is related to the previously announced separation of Hillenbrand's two operating companies, Hill-Rom, the company's medical technology business, and Batesville Casket, the company's death care business. The separation is now expected to be completed March 31, 2008, at the end of the company's second fiscal-year quarter.
In connection with the filing, after discussions with the staff of the SEC, Hillenbrand concluded that Statement of Financial Accounting Standards No. 5, Accounting for Contingencies, with which the company currently complies in accounting for antitrust litigation pending against Hillenbrand, its Batesville Casket Company subsidiary and three unrelated national funeral home businesses, is an acceptable post separation accounting treatment for a judgment sharing agreement that will apportion responsibility between Hillenbrand's separated companies for any potential damages associated with that litigation.
"We are pleased to take this next step toward the separation of the two companies and provide further clarity on our separation timetable," said Peter H. Soderberg, president of Hillenbrand and Hill-Rom. "Our Board and our management believe that separation of the two companies is the best way to unlock value and allow each company to focus on accelerating growth in their respective industries."
Hillenbrand's Board and management believe that by operating independently, each company can adopt an appropriate capital structure to allow it to better execute its business plans. The separation would also allow each company to utilize its own equity as currency for strategic purposes. As two focused companies, Hill-Rom and Batesville Casket would be better positioned for investors looking for specific industry, valuation, yield, and growth profiles. Moreover, each company would be better able to compete for, attract and retain talent. For employees, the separation would create opportunities to grow with two industry leaders and more directly impact performance of their corporate parent.
Regarding the antitrust litigation, neither Hillenbrand nor Batesville Casket believes it has committed any wrongdoing as alleged in the lawsuits. Hillenbrand believes it has meritorious defenses to class certification and to the plaintiffs' underlying allegations and damage theories and will continue to assert those defenses vigorously. In accordance with applicable accounting standards, Hillenbrand has not established a loss reserve for the lawsuits. However, Hillenbrand's management concluded that it would be prudent to establish a judgment sharing agreement between Hillenbrand and Batesville in connection with the lawsuits, prior to a spin, in order to predictably allocate any potential litigation exposure.
As previously announced, the separation also remains subject to the final approval of the Board of Directors, favorable market conditions, effectiveness of the Form 10 registration statement with the SEC, completion of necessary debt refinancing and other customary conditions. As previously disclosed, the company has already received a favorable tax ruling from the U.S. Internal Revenue Service (IRS).
The amended Form 10 registration statement is posted on the SEC website at www.sec.gov and also can be viewed on the Hillenbrand website at www.hillenbrand.com.
ABOUT HILLENBRAND INDUSTRIES, INC.
Hillenbrand Industries is organized into two operating companies serving the health care and funeral services industries.
Hill-Rom is a leading worldwide manufacturer and provider of medical technologies and related services for the health care industry, including patient support systems, non-invasive therapeutic products for a variety of acute and chronic medical conditions, medical equipment rentals, and information technology solutions. Hill-Rom's comprehensive product and service offerings are used by health care providers across the health care continuum in hospitals, extended care facilities and home care settings to enhance the safety and quality of patient care.
Hill-Rom... enhancing outcomes for patients and their caregivers.
Batesville Casket Company is a leader in the North American death care industry through the sale of funeral services products, including burial caskets, cremation caskets, containers and urns, selection room display fixturing and other personalization and memorialization products.
Batesville Casket Company... helping families honor the lives of those they love.
www.hillenbrand.com
FCMN Contact: marcia.kurtz@hillenbrand.com
Source: Hillenbrand Industries, Inc.
CONTACT: Investor Relations
Blair A. (Andy) Rieth, Jr.
Vice President,Investor Relations, Corporate Communications & Global Brand Development
+1-812-931-2199
andy.rieth@hillenbrand.com
or
Media, Lauren
+Green-Caldwell
Director, Corporate Communications & Public Relations
+1-812-934-8692
lauren.green-caldwell@hillenbrand.com
both of Hillenbrand Industries, Inc.
Web site: www.hillenbrand.com/
