Hillenbrand Industries Inc - Additional Proxy Soliciting Materials (definitive) (DEFA14A)
February 15 2008 - 1:56PM
Edgar (US Regulatory)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a- 6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Under Rule 14a-12
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Hillenbrand Industries, Inc.
(Name of Registrant as Specified in Its Charter)
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On
February 15, 2008, Hillenbrand Industries, Inc. issued the following press release:
CONTACT INFORMATION
Investor Relations
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Contact:
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Blair A. (Andy) Rieth, Jr., Vice President, Investor
Relations, Corporate Communications & Global Brand
Development
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812-931-2199
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andy.rieth@hillenbrand.com
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Media
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Lauren Green-Caldwell, Director, Corporate Communications & Public Relations
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812-934-8692
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lauren.green-caldwell@hillenbrand.com
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HILLENBRAND ANNOUNCES MAILING OF PROXY
REGARDING CHANGING OF COMPANY NAME IN CONJUNCTION
WITH PLANNED SEPARATION
Name change will keep Hillenbrand name as part of new parent company for Batesville Casket Company.
Stand alone medical technology company will emerge as Hill-Rom Holdings doing business
under well-known Hill-Rom brand.
BATESVILLE, Ind. (February 15, 2008)
Hillenbrand Industries, Inc. (NYSE: HB) announced today
that it has begun mailing a notice regarding a special shareholder meeting and proxy statement
related to a name change contingent upon the companys completion of separation of its two
operating companies, Hill-Rom, the companys medical technology business, and Batesville Casket,
the companys death care business.
The special meeting has the sole purpose to vote on a proposal to amend the Companys Amended and
Restated Articles of Incorporation to change the name of the company from Hillenbrand Industries,
Inc., to Hill-Rom Holdings, Inc. in conjunction with the previously announced proposed
separation. In the plan, the current Batesville Holdings, Inc., a subsidiary of the current
Hillenbrand Industries, Inc., would then change its name to become Hillenbrand, Inc. and would
continue to be the parent company of Batesville Casket Company following successful completion of
the separation.
The Hillenbrand name is very recognizable in the funeral services industry; therefore we have
chosen to keep that name linked to the Batesville Casket Company, said Peter Soderberg, president
and CEO of Hillenbrand Industries and of Hill-Rom. At the same time, Hill-Rom has an extremely
valuable brand identity within the health care industry. This proposal keeps each brand with the
company where it adds the most value.
The amendment is the only component of Hillenbrands separation plan that requires a shareholder
vote. The name change is intended to become effective when the separation is completed and is
subject to a number of conditions which are listed within the proxy statement.
As announced in previous disclosures, the newly renamed Hill-Rom intends to trade on the New York
Stock Exchange using the trading symbol HRC and Batesville Holdings, Inc., has applied to list
its common stock on the New York Stock Exchange under the trading symbol HI.
The separation continues to be expected to be completed at the end of the companys second
fiscal-year quarter ending March 31, 2008, as announced previously.
The proxy statement is available at
www.hillenbrand.com
.
The following diagram depicts the pre- and post-distribution structures:
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-Roms 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
Disclosure Regarding Forward-Looking Statements
Certain statements in this press release contain forward-looking statements, within the meaning of
the Private Securities Litigation Reform Act of 1995, regarding the Companys future plans,
objectives, beliefs, expectations, representations and projections. The Company has tried,
wherever possible, to identify these forward-looking statements using words such as intend,
anticipate, believe, plan, encourage, expect, may, goal, become, pursue,
estimate, strategy, will, projection, forecast, continue, accelerate, promise,
increase, higher, lower, reduce, improve, expand, progress, potential or the
negative of those terms or other variations of them or by comparable terminology. The absence of
such terms, however, does not mean that the statement is not forward-looking. It is important to
note that forward-looking statements are not guarantees of future performance, and the Companys
actual results could differ materially from those set forth in any forward-looking statements.
Factors that could cause actual results to differ from forward-looking statements include but are
not limited to: the Companys dependence on its relationships with several large national providers
and group purchasing organizations, changes in death rates, whether the Companys new products are
successful in the marketplace, changes in customers Medicare reimbursements, collections of
accounts receivable, compliance with FDA regulations, antitrust litigation, potential exposure to
product liability or other claims, failure of the Companys announced strategic initiatives and
restructuring and realignment activities to achieve expected growth, efficiencies or cost
reductions, disruptions in the Companys business or other adverse consequences resulting from the
planned separation of the Companys two operating companies, failure of the Company to execute its
acquisition and business alliance strategy through the consummation and successful integration of
acquisitions or entry into joint ventures or other business alliances, competition from
nontraditional sources in the funeral services business, volatility of the Companys investment
portfolio, increased costs or unavailability of raw materials, labor disruptions, the ability to
retain executive officers and other key personnel, and certain tax-related matters. For a more in
depth discussion of these and other factors that could cause actual results to differ from those
contained in forward-looking statements, see the discussions under the heading Risk Factors in
the Companys Annual Report on Form 10-K for the period ended September 30, 2007 and in Amendment 1
to the Batesville Holdings, Inc., Form 10. The Company assumes no obligation to update or revise
any forward-looking statements.
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