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John Bean Technologies CORP · 10-12B/A · On 6/23/08 · EX-99.1

Filed On 6/23/08 5:24pm ET   ·   SEC File 1-34036   ·   Accession Number 1193125-8-138314

  in   Show  and 
  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 6/23/08  John Bean Technologies CORP       10-12B/A               3:265                                    RR Donnelley/FA

Amendment to Registration of Securities (General Form)   ·   Form 10
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-12B/A    Amendment Number 2 to Form 10                       HTML     29K 
 2: EX-21.1     List of Subsidiaries of Jbt Corporation             HTML     13K 
 3: EX-99.1     Information Statement                               HTML  1,702K 


EX-99.1   ·   Information Statement
Exhibit Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"Table of Contents
"Questions and Answers About the Spin-Off
"Executive Summary
"Risk Factors
"Special Note About Forward-Looking Statements
"The Spin-Off
"Dividend Policy
"Capitalization
"Unaudited Pro Forma Combined Financial Data
"Selected Combined Financial Data
"Management s Discussion and Analysis of Financial Condition and Results of Operations
"Business
"Management
"Corporate Governance
"Director Compensation
"Executive Compensation
"Security Ownership by Certain Beneficial Owners and Management
"Our Relationship with FMC Technologies After the Spin-Off
"Description of Our Capital Stock
"Description of Indebtedness
"Where You Can Find More Information
"Index to Combined Financial Statements
"Report of KPMG, LLP, Independent Registered Public Accounting Firm
"Audited Combined Statements of Income for the Years Ended December 31, 2007, 2006 and 2005
"Combined Statements of Income for the Years Ended December 31, 2007, 2006 and 2005
"Audited Combined Balance Sheets as of December 31, 2007 and 2006
"Combined Balance Sheets as of December 31, 2007 and 2006
"Audited Combined Statements of Cash Flows for the Years Ended December 31, 2007, 2006 and 2005
"Combined Statements of Cash Flows for the Years Ended December 31, 2007, 2006 and 2005
"Audited Combined Statements of Changes in Owner s Equity for the Years Ended December 31, 2007, 2006 and 2005
"Combined Statements of Changes in Owner s Equity for the years ended December 31, 2007, 2006 and 2005
"Notes to Combined Financial Statements
"Financial Statement Schedule
"Schedule II Valuation and Qualifying Accounts
"Unaudited Condensed Combined Statements of Income for the Three Months Ended March 31, 2008 and 2007
"Condensed Combined Statements of Income for the Three Months Ended March 31, 2008 and 2007
"Unaudited Condensed Combined Balance Sheets as of March 31, 2008 and 2007
"Condensed Combined Balance Sheets as of March 31, 2008 and December 31, 2007
"Unaudited Condensed Combined Statements of Cash Flows for the Three Months Ended March 31, 2008 and 2007
"Condensed Combined Statements of Cash Flows for the Three Months Ended March 31, 2008 and 2007
"Notes to Unaudited Condensed Combined Financial Statements
"Notes to Condensed Combined Financial Statements

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  Information Statement  
Table of Contents

Exhibit 99.1

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Exhibit 99.1

[    ], 2008

Dear FMC Technologies, Inc. Stockholder:

We are pleased to inform you that the Board of Directors of FMC Technologies, Inc. (“FMC Technologies”) has approved the spin-off of John Bean Technologies Corporation (“JBT Corporation”), a wholly owned subsidiary of FMC Technologies. Following the spin-off, FMC Technologies’ business will consist entirely of the Energy Systems business. JBT Corporation will consist of the former FoodTech and Airport Systems business segments of FMC Technologies.

The spin-off of JBT Corporation will occur by way of a pro rata distribution of JBT Corporation’s common stock to FMC Technologies’ stockholders. In the distribution, each FMC Technologies stockholder will receive [.215] of a share of JBT Corporation common stock for every share of FMC Technologies common stock held at 5:00 p.m., New York City time, on             , 2008, which is the record date of the spin-off. The dividend will be paid in book-entry form and physical stock certificates will be issued only upon request. Stockholder approval of the spin-off is not required, and you are not required to take any action to receive your JBT Corporation common stock.

We believe that the separation of JBT Corporation from FMC Technologies will provide a better focus for each company to pursue strategies in their own distinct businesses and markets. Accordingly, we believe the spin-off will build long-term stockholder value.

Following the spin-off, you will own shares in both FMC Technologies and JBT Corporation. FMC Technologies common stock will continue to trade on the New York Stock Exchange under the symbol “FTI.” We intend to apply to have JBT Corporation common stock authorized for listing on the New York Stock Exchange under the symbol “JBT.”

We intend for the spin-off to be tax-free for stockholders. To that end, we expect to receive a favorable ruling from the U.S. Internal Revenue Service and a favorable opinion of Kirkland & Ellis LLP confirming the spin-off’s tax-free status. You should, of course, consult your own tax advisor as to the particular consequences of the spin-off to you.

The enclosed information statement, which is being mailed to all FMC Technologies stockholders, describes the spin-off in detail and contains important information about JBT Corporation, including its financial statements.

We look forward to your continued support as a stockholder of FMC Technologies. We remain committed to working on your behalf to build long-term stockholder value.

 

Sincerely,
  
Peter D. Kinnear
FMC Technologies, Inc.
Chief Executive Officer and President


Table of Contents

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[    ], 2008

Dear John Bean Technologies Corporation Stockholder:

It is my pleasure to welcome you as a shareholder of our new company, John Bean Technologies Corporation (“JBT Corporation”). As an independent, publicly-traded company, we believe we can more effectively focus on our objectives and satisfy the strategic needs of our company.

Following the spin-off, we will be a leading provider of customized solutions that are engineered for the viable and growing food processing and air transportation industries. We will design, manufacture, test and service technologically sophisticated systems and products through two business segments, JBT FoodTech and JBT AeroTech. JBT FoodTech will market its solutions and services to multi-national and regional industrial food processing companies. JBT AeroTech will market its solutions and services to domestic and international airport authorities, passenger airlines, air freight and ground handling companies and the United States military. We believe our experienced management team, blue chip customer base and global presence are representative of the strengths that will position us to excel as a stand-alone entity. Going forward, our core strategies will be to:

 

   

maintain and extend our technological leadership positions to capture the growth created by the trends in the food processing and air transportation industries;

 

   

leverage our large installed base of food processing and airport equipment to generate new aftermarket business and to grow our offering of aftermarket products, parts and services;

 

   

capture international growth opportunities through our strong global presence, which includes manufacturing, sales and service organizations located on six continents; and

 

   

pursue external growth through select, value-accretive acquisitions of companies and technologies.

We intend to apply to have JBT Corporation common stock authorized for listing on the New York Stock Exchange under the symbol “JBT.” We invite you to learn more about us by reviewing the enclosed information statement. We look forward to our future as a separate publicly-traded company and to your support as a holder of JBT Corporation common stock.

 

Sincerely,
  
Charles H. Cannon, Jr.
John Bean Technologies Corporation
Chairman of the Board, Chief Executive Officer and President


Table of Contents

Information contained herein is subject to completion or amendment. A Registration Statement on Form 10 relating to these securities has been filed with the United States Securities and Exchange Commission under the Securities and Exchange Act of 1934, as amended.

 

SUBJECT TO COMPLETION, DATED JUNE 23, 2008

PRELIMINARY INFORMATION STATEMENT

John Bean Technologies Corporation

Common Stock

(par value $0.01 per share)

This information statement is being furnished in connection with the distribution to holders of common stock, par value $0.01 per share, of FMC Technologies, Inc. (“FMC Technologies”) of all the outstanding shares of common stock, par value $0.01 per share, of John Bean Technologies Corporation (“JBT Corporation”).

We are currently a subsidiary of FMC Technologies. Following the spin-off, our business will consist of the assets and liabilities that currently comprise the FoodTech and Airport Systems businesses of FMC Technologies.

Shares of our common stock will be distributed to holders of FMC Technologies common stock of record as of 5:00 p.m., New York City time, [    ], 2008, which will be the record date. These stockholders will receive [.215] of a share of our common stock for every share of FMC Technologies common stock held on the record date. The spin-off of our shares will be made in book-entry form, and physical stock certificates will be issued only upon request. The spin-off will be effective at 11:59 p.m., New York City time on [    ], 2008. FMC Technologies expects to receive a private letter ruling from the U.S. Internal Revenue Service to the effect that the spin-off will be tax-free to FMC Technologies and its stockholders for U.S. federal income tax purposes.

No stockholder approval of the spin-off is required or sought. We are not asking you for a proxy and you are requested not to send us a proxy. FMC Technologies stockholders will not be required to pay for the shares of our common stock to be received by them in the spin-off or to surrender or exchange shares of FMC Technologies common stock in order to receive our common stock or to take any other action in connection with the spin-off.

Currently, there is no trading market for our common stock. However, we expect that a limited market, commonly known as a “when-issued” trading market, for our common stock will develop on or shortly before the record date for the spin-off, and we expect that “regular way” trading of our common stock will begin the first trading day after the spin-off. We intend to apply to have our common stock authorized for listing on the New York Stock Exchange, or the “NYSE,” under the symbol “JBT.”

In reviewing this information statement, you should carefully consider the matters described under “Risk Factors” beginning on page 9 for a discussion of certain factors that should be considered by recipients of our common stock.

 

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this information statement is truthful or complete. Any representation to the contrary is a criminal offense.

This information statement does not constitute an offer to sell or the solicitation of an offer to buy any securities.

 

 

The date of this information statement is [    ], 2008.

This information statement was first mailed to FMC Technologies stockholders on or about             , 2008.


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Table of Contents

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Table of Contents

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Table of Contents

 TABLE OF CONTENTS

 

     Page

Questions and Answers About the Spin-Off

   iii

Executive Summary

   1

Risk Factors

   9

Special Note About Forward-Looking Statements

   24

The Spin-Off

   26

Dividend Policy

   32

Capitalization

   33

Unaudited Pro Forma Combined Financial Data

   34

Selected Combined Financial Data

   38

Management’s Discussion and Analysis of Financial Condition and Results of Operations

   40

Business

   55

Management

   73

Corporate Governance

   78

Director Compensation

   80

Executive Compensation

   81

Security Ownership by Certain Beneficial Owners and Management

   111

Our Relationship with FMC Technologies After the Spin-Off

   113

Description of Our Capital Stock

   120

Description of Indebtedness

   126

Where You Can Find More Information

   127

Index to Combined Financial Statements

   F-1

Report of KPMG, LLP, Independent Registered Public Accounting Firm

   F-2

Audited Combined Statements of Income for the Years Ended December 31, 2007, 2006 and 2005

   F-3

Audited Combined Balance Sheets as of December 31, 2007 and 2006

   F-4

Audited Combined Statements of Cash Flows for the Years Ended December 31, 2007, 2006 and 2005

   F-5

Audited Combined Statements of Changes in Owner’s Equity for the Years Ended December 31, 2007, 2006 and 2005

   F-6

Notes to Combined Financial Statements

   F-7

Financial Statement Schedule

   F-30

Unaudited Condensed Combined Statements of Income for the Three Months Ended March 31, 2008 and 2007

   F-31

Unaudited Condensed Combined Balance Sheets as of March 31, 2008 and 2007

   F-32

Unaudited Condensed Combined Statements of Cash Flows for the Three Months Ended March 31, 2008 and 2007

   F-33

Notes to Unaudited Condensed Combined Financial Statements

   F-34

This information statement is being furnished solely to provide information to FMC Technologies stockholders who will receive shares of our common stock in the distribution. This information statement is not, and is not to be construed as, an inducement or encouragement to buy or sell any of our securities or any securities of FMC Technologies. This information statement describes our business, the relationship between FMC Technologies and us, and how the spin-off affects FMC Technologies and its stockholders, and provides other information to assist you in evaluating the benefits and risks of holding or disposing of our common stock that you will receive in the distribution. You should be aware of certain risks relating to the spin-off, our business and ownership of our common stock, which are described under the heading “Risk Factors.”

 

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You should not assume that the information contained in this information statement is accurate as of any date other than the date set forth on the cover. Changes to the information contained in this information statement may occur after that date, and we undertake no obligation to update the information, except in the normal course of our public disclosure obligations and practices.

Unless the context indicates otherwise, all references in this information statement:

 

   

to “JBT Corporation,” “us,” “we,” or “our” include John Bean Technologies Corporation and its subsidiaries; and

 

   

to “FMC” or “FMC Technologies” are to FMC Technologies, Inc. and its subsidiaries, and, with respect to periods following the spin-off, FMC Technologies, Inc. and its subsidiaries other than JBT Corporation and its subsidiaries.

The transaction in which we will be separated from FMC Technologies and become a separately-traded public company is referred to in this information statement as the “separation,” the “distribution” or the “spin-off.”

We obtained the market and industry data and other statistical information used throughout this information statement from our own research, surveys or studies conducted by third parties, independent industry or general publications and other published independent sources. In particular, we have based much of our discussion of the food processing industry on information published by Euromonitor International. We have based much of our discussion of the air transportation industry on information published by The Boeing Company. References to Euromonitor International are to Euromonitor International Inc., an industry-leading market research firm, whose most recent report on the world market for packaged food referenced herein was published in June 2006. The Boeing Company is the world’s largest aerospace company, whose most recent annual market outlook on the air transportation industry was published in 2007. None of these publications were prepared on our behalf. While we believe that each of these sources is reliable, we have not independently verified such data. Similarly, we believe our internal research is reliable, but it has not been verified by any independent sources.

 

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 QUESTIONS AND ANSWERS ABOUT THE SPIN-OFF:

 

Q: Why am I receiving this document?

 

A: FMC Technologies is delivering this document to you because you were a holder of FMC Technologies common stock on the record date for the distribution of our shares of common stock. Accordingly, you are entitled to receive [.215] of a share of our common stock for every share of FMC Technologies common stock that you held on the record date. No action is required for you to participate in the distribution.

 

Q: What is the spin-off?

 

A: The spin-off is the overall transaction of separating our company from FMC Technologies, which will be accomplished through a series of transactions resulting in us owning what are currently the FoodTech and Airport Systems business segments of FMC Technologies. The final step of the transactions will be the pro rata distribution of our common stock by FMC Technologies to holders of FMC Technologies’ common stock. We refer to this last step as the “distribution.” For additional information regarding these transactions, see “The Spin-Off—Manner of Effecting the Spin-Off” beginning on page 27.

 

Q: Who is JBT Corporation?

 

A: Up to the time of the spin-off, we will be a wholly owned subsidiary of FMC Technologies that will own the assets and liabilities that currently comprise FMC Technologies’ FoodTech and Airport Systems business segments. Following the spin-off, we will be a separate publicly-traded company. We are a leading provider of customized solutions that are engineered for the viable and growing food processing and air transportation industries. We design, manufacture, test and service technologically sophisticated systems and products through our JBT FoodTech and JBT AeroTech business segments. JBT FoodTech markets its solutions and services to multi-national and regional industrial food processing companies. JBT AeroTech markets its solutions and services to domestic and international airport authorities, passenger airlines, air freight and ground handling companies and the United States military.

 

Q: Why is FMC Technologies separating our businesses and distributing our stock?

 

A: FMC Technologies’ Board of Directors and management believe the separation will provide the benefits set forth below under the caption “The Spin-Off—Reasons for the Spin-Off” beginning on page 26, and that achieving those benefits will result in greater aggregate value to stockholders who retain their FMC Technologies and JBT Corporation shares than would be obtained under the current structure.

 

Q: Why is the separation of the two companies structured as a spin-off?

 

A: FMC Technologies’ Board of Directors believes that a tax-free spin-off of our shares is a cost-effective and tax efficient way to separate the companies.

 

Q: What is the record date for the distribution?

 

A: The record date is [    ], 2008, and ownership will be determined as of 5:00 p.m., New York City time, on that date. When we refer to the “record date,” we are referring to that time and date.

 

Q: What will be our relationship with FMC Technologies after the spin-off?

 

A: FMC Technologies and JBT Corporation each will be independent, publicly-traded companies. However, we will enter into agreements with FMC Technologies that will ease our transition from consolidated operating segments to an independent company following the spin-off. For example, FMC Technologies will continue to provide certain administrative services for an agreed period following the spin-off. For additional information regarding our relationship with FMC Technologies after the spin-off, see “Our Relationship with FMC Technologies After the Spin-Off” beginning on page 113.

 

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Q: When will the spin-off be completed?

 

A: Shares of our common stock will be distributed on or about [    ], 2008. We refer to this date as the “distribution date.”

 

Q: Can FMC Technologies decide to cancel the distribution of our common stock even if all the conditions have been met?

 

A: Yes. The distribution is conditioned upon satisfaction or waiver of certain conditions. See “The Spin-Off—Spin-Off Conditions and Termination” beginning on page 31. FMC Technologies has the right to terminate the stock distribution, even if all of these conditions are met, if at any time FMC Technologies’ Board of Directors determines, in its sole discretion, that FMC Technologies and JBT Corporation are better served being a combined company or that business conditions are such that it is not advisable to complete the spin-off. Business conditions that could cause FMC Technologies’ Board of Directors to terminate the spin-off include, among other things, deterioration in business value caused by either a decline in the outlook for our FoodTech and Airport Systems businesses or a decline in the equity market valuation for such businesses.

 

Q: What will happen to the listing of FMC Technologies common stock?

 

A: Nothing. FMC Technologies common stock will continue to be traded on the New York Stock Exchange (“NYSE”) under the symbol “FTI.”

 

Q: Will the spin-off affect the market price of my FMC Technologies shares?

 

A: Yes. As a result of the spin-off, we expect the trading price of FMC Technologies shares immediately following the distribution to be lower than immediately prior to the distribution because the trading price will no longer reflect the value of our business. In addition, until the market has fully analyzed the operations of FMC Technologies without these business segments, the price of FMC Technologies shares may fluctuate significantly. Furthermore, the combined trading prices of FMC Technologies common stock and our common stock after the distribution may be higher or lower than the trading price of FMC Technologies common stock prior to the distribution.

 

Q: What will FMC Technologies stockholders receive in the spin-off?

 

A: In the spin-off, FMC Technologies stockholders will receive [.215] of a share of our common stock for every share of FMC Technologies common stock they own as of the record date of the spin-off. Immediately after the spin-off, FMC Technologies stockholders will still own all of FMC Technologies’ current business segments, but they will own them as two separate investments rather than as a single investment.

After the spin-off, the certificates and book-entry interests representing the “old” FMC Technologies common stock will represent such stockholders’ interests in the FMC Technologies businesses (other than our business) following the spin-off, and the certificates and book-entry interests representing our common stock that stockholders receive in the spin-off will represent their interest in our business only.

 

Q: What does an FMC Technologies stockholder need to do now?

 

A: FMC Technologies stockholders do not need to take any action, although we urge you to read this entire document carefully. The approval of the FMC Technologies stockholders is not required or sought to effect the spin-off, and FMC Technologies stockholders have no appraisal rights in connection with the spin-off. FMC Technologies is not seeking a proxy from any stockholders, and you are requested not to send us a proxy.

FMC Technologies stockholders will not be required to pay anything for our shares distributed in the spin-off or to surrender any shares of FMC Technologies common stock. FMC Technologies stockholders should not send in their FMC Technologies share certificates. FMC Technologies stockholders will automatically receive their shares of our common stock when the spin-off is effected.

 

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Q: Are there risks associated with owning our common stock?

 

A: Yes. Our business is subject to both general and specific risks relating to our operations. In addition, our spin-off from FMC Technologies presents risks relating to our becoming a separately-traded public company as well as risks relating to the nature of the spin-off transaction itself. See “Risk Factors” beginning on page 9.

 

Q: What are the U.S. federal income tax consequences of the spin-off to FMC Technologies stockholders?

 

A: Based on the private letter ruling that FMC Technologies expects to receive from the Internal Revenue Service (“IRS”), FMC Technologies stockholders will not recognize a gain or loss on the receipt of shares of our common stock in the spin-off. FMC Technologies stockholders will apportion their tax basis in FMC Technologies common stock between such FMC Technologies common stock and our common stock received in the spin-off in proportion to the relative fair market values of such stock at the time of the spin-off. An FMC Technologies stockholder’s holding period for our common stock received in the spin-off will include the period for which that stockholder’s FMC Technologies common stock was held. See “The Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-Off” beginning on page 28. You should consult your own tax advisor as to the particular consequences of the spin-off to you.

 

Q: What if I want to sell my FMC Technologies common stock or my JBT Corporation common stock?

 

A: You should consult with your own financial advisors, such as your stockbroker, bank or tax advisor. We do not make any recommendations on the purchase, retention or sale of shares of FMC Technologies common stock or our common stock to be distributed.

If you do decide to sell any shares, you should make sure your stockbroker, bank or other nominee understands whether you want to sell your FMC Technologies common stock or your JBT Corporation common stock after it is distributed, or both.

 

Q: Where will I be able to trade shares of our common stock?

 

A: There is not currently a public market for our common stock. We intend to apply to have our common stock authorized for listing on the NYSE under the symbol “JBT.” We anticipate that trading in shares of our common stock will begin on a “when-issued” basis on or shortly before the record date and before the distribution date, and “regular way” trading will begin on the first trading day following the distribution date. If trading does begin on a “when-issued” basis, you may purchase or sell our common stock after that time, but your transaction will not settle until after the distribution date. On the first trading day following the distribution date, when-issued trading with respect to our common stock will end and regular way trading will begin. We cannot predict the trading prices for our common stock before or after the distribution date.

 

Q: Do you intend to pay dividends on your common stock?

 

A: We anticipate that we will pay cash dividends on our common stock following the spin-off. We will start with a quarterly dividend of $[0.08] per share. The declaration and amount of future dividends, if any, will be determined by our Board of Directors and will depend on our financial condition, earnings, capital requirements, financial covenants, regulatory constraints, industry practice and other factors our Board of Directors deems relevant. Because FMC Technologies does not currently pay a dividend and because we and FMC Technologies will be separate entities after the spin-off, our decision to pay (or not pay) dividends in the future will not impact FMC Technologies’ decision of whether to pay (or not pay) dividends in the future. See “Dividend Policy” on page 32 for additional information on our dividend policy following the spin-off.

 

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Q: Where can FMC Technologies stockholders get more information?

 

A: Before the distribution, if you have any questions relating to the distribution, you should contact:

FMC Technologies, Inc.

1803 Gears Road

Houston, Texas 77067

Attention: Corporate Secretary

(281) 591-4000

After the distribution, if you have any questions relating to our common stock, you should contact:

John Bean Technologies Corporation

200 East Randolph Drive

Chicago, Illinois 60601

Attention: Corporate Secretary

(312) 861-5900

 

Q: Who will be the distribution agent for the spin-off?

 

A: National City Bank will be the distribution agent for the spin-off. The distribution agent can be contacted at:

National City Bank

Corporate Trust Operations

P.O. Box 92301

Cleveland, OH 44193-0900

(800) 622-6757

shareholder.inquiries@nationalcity.com

 

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 EXECUTIVE SUMMARY

We provide customized solutions that are engineered for the viable and growing food processing and air transportation industries. We design, manufacture, test and service technologically sophisticated systems and products for customers through our JBT FoodTech and JBT AeroTech segments.

We have a long history of leadership in the industries we serve. Food industry machinery was the foundation of the original Bean Spray Pump Company founded by John Bean in the 1880s. The Bean Spray Pump technology was also at the foundation of our first airport product when a John Bean Spray Pump was adapted to become an aircraft deicer in the 1960s. The Bean Spray Pump Company is the foundation on which FMC Corporation, FMC Technologies and now JBT Corporation were built.

JBT FoodTech markets its solutions and services to multi-national and regional industrial food processing companies. The product offerings of JBT FoodTech businesses include:

 

   

freezer solutions for the freezing and chilling of meat, seafood, poultry, ready-to-eat meals, fruit, vegetable and bakery products;

 

   

protein processing solutions that portion, coat and cook poultry, meat, seafood, vegetable and bakery products;

 

   

shelf stable sterilization solutions for fruits, vegetables, soups, sauces, dairy and pet food products as well as ready-to-eat meals in a wide variety of modern packages; and

 

   

fruit processing solutions that extract, concentrate and aseptically process citrus, tomato and other fruits.

JBT AeroTech markets its solutions and services to domestic and international airport authorities, passenger airlines, air freight and ground handling companies and the United States military. The product offerings of our JBT AeroTech businesses include:

 

   

ground support equipment for cargo loading, aircraft deicing and aircraft towing;

 

   

gate equipment for passenger boarding, on the ground aircraft power and cooling;

 

   

airport services for maintenance of airport equipment, systems and facilities; and

 

   

military equipment for cargo loading, aircraft towing and on the ground aircraft cooling.

In 2007, JBT Corporation generated $978.0 million of revenue and $88.4 million in total segment operating profit, resulting in compound annual growth rates since 2005 of 9.0% and 17.3%, respectively.

Our Strengths

We believe the following competitive strengths position us well for continued operating success, growth and profitability:

 

   

We are a leader in attractive markets. We provide customized solutions that are engineered for the viable and growing food processing and air transportation industries. Because of the large and diverse nature of the food processing and air transportation industries, we have been selective in the specific applications into which we leverage our leading technologies. We are a leading solutions provider in the markets that we serve. We have a large installed base of systems and equipment and we believe we have #1 or #2 market positions in our major product lines based on sales. We invest in maintaining and extending our technology leadership positions and addressing the technological challenges of evolving industry trends. We are focused on continuing to improve our existing products and services and developing new products and services to increase our customers’ efficiencies and reduce their total cost of ownership.

 

 

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We have a strong track record of profitable growth. Over the last three years, the compound annual growth rates for our total revenue and segment operating profit have been 9.0% and 17.3%, respectively. The strong earnings allow us to continue to invest in technological innovations to increase profitability, make acquisitions and support our dividend policy.

 

   

We have a blue chip customer base. We provide customized food processing solutions to a diverse base of customers, comprised of top multinational and regional food processors. We also provide ground support equipment, gate equipment and airport maintenance services to many of the leading domestic and international air passenger and cargo carriers, ground handlers, and airports and to the U.S. Department of Defense.

 

   

We have a large installed base that provides a growing, recurring revenue stream. We have delivered over 40,000 pieces of food processing equipment as well as over 30,000 pieces of airport equipment. Our large installed base provides a growing, recurring revenue stream as well as the opportunity to strengthen and enhance customer relationships, increase our customer knowledge and generate new ideas for product development.

 

   

We have built a global geographic footprint with extensive capabilities. We have built a strong global presence with manufacturing, sourcing, sales and service organizations located on six continents to support our equipment that has been delivered to customers in more than 100 countries. As demand increases in emerging regions such as Latin America, the Middle East, Eastern Europe and Asia, we are positioned to provide local customers or expanding multinational companies with our products, expertise and customer service.

 

   

We are an attractive platform for growth through acquisition. We believe that the food processing and air transportation industries provide opportunities to make value-accretive acquisitions of companies and technologies. We believe that our global capabilities and leading industry positions make acquisitions of complementary companies and technologies ideal for integration into our global businesses.

 

   

We have a more focused corporate structure that provides for greater value creation opportunities. We anticipate multiple benefits from our management and corporate resources being focused solely on our JBT FoodTech and JBT AeroTech businesses. Our new corporate structure will enable us to transition from a generator of cash for a larger corporate parent to an independent, stand-alone company focused on growth opportunities within the food processing and air transportation industries.

 

   

We have an efficient capital structure that allows for effective returns of capital to shareholders. Our new capital structure will allow us to manage the business on an economic value added basis, which will provide us the appropriate performance measurement tools to maintain or improve our return on capital. It will also enable us to utilize free cash flow to support a dividend policy and reduce debt while keeping management focused on operating results and cash flow generation. Our capital structure will also provide us with the flexibility to make selective value-accretive acquisitions within the industries we serve.

 

   

Our strong management team is highly experienced and appropriately incentivized. We have an experienced and diverse senior management team. On average, the members of our senior management team have careers exceeding 20 years with FMC Technologies and FMC Corporation, including an average of over four years living and working abroad. In addition, our senior management team members comprise nine different nationalities and speak nine different languages. We intend to use net contribution, a measurement of excess returns on capital, to measure the productive use of capital and changes in EBITDA to measure growth. A major portion of our new bonus and long-term incentive plans are based solely on JBT Corporation’s results and provide appropriate focus to maximize shareholder value.

 

 

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Our Strategy

As part of our core mission of being a leading supplier of customized solutions to the food processing and air transportation industries, we will focus on four critical strategies:

 

   

Extend Technology Leadership. By maintaining and extending our technological leadership positions, we will remain well positioned to capture the growth created by the trends in the food processing and air transportation industries. To extend our technological leadership position, we will continue to invest in ongoing research and development. We will focus on enhancing our customers’ efficiencies, reducing their total cost of ownership, and solving technological challenges posed by evolving industry trends.

 

   

Leverage Our Installed Base. We intend to continue to leverage our large installed base of food processing and airport equipment to generate new aftermarket business and to increase our offering of aftermarket products, parts and services. Our large installed base provides a growing, recurring revenue stream as well as the opportunity to strengthen and enhance our customer relationships, increase our customer knowledge and generate new ideas for product development.

 

   

Capture International Growth Opportunities. We have built a strong global presence with manufacturing, sales and service organizations located on six continents. As demand increases in emerging regions such as Latin America, the Middle East, Eastern Europe and Asia, we are positioned to provide local or expanding multinational customers with our products, expertise and customer service. Additionally, our new manufacturing facility in China and our established sourcing teams in India and China provide us with a strong base to supply products to and from Asia.

 

   

Growth Through Acquisitions. In addition to benefiting from the expected growth in the markets that we serve, we also intend to pursue external growth through select, value-accretive acquisitions of companies and technologies. We believe that the food processing and air transportation equipment industries provide opportunities for growth through acquisition. We believe that our global capabilities and leading industry positions will permit us to efficiently integrate complementary companies and technologies into our global business.

Our Industries

JBT Corporation, through its consolidated business segments, serves two primary industries: food processing and air transportation.

Euromonitor International reports that the world market for packaged food was $1.455 trillion in 2005 and is projected to grow at a compound annual rate of 2.65% through 2010. Euromonitor forecasts that the fastest growing regional packaged food markets through 2010 will be Eastern Europe, with compound annual growth of 5.7%, followed by Africa and the Middle East (4.8%), Latin America (4.1%) and Asia Pacific (2.5%). While the overall growth rate of processed foods drives increased demand for JBT FoodTech equipment, products and services, our sales are also influenced by several industry trends. These trends include consolidation within the food industry, growth in new food products and packaging, growth in quick serve foods and growth in developing markets.

The Boeing Company projects that for the period 2006-2026 the air transportation industry will experience compound annual growth of 4.5% for the number of passengers traveling, 5.0% for airline traffic, 6.1% for air cargo traffic and 3.5% for airplane fleet size. While the overall growth rate of aircraft fleets and passenger and cargo traffic drives increased demand for JBT AeroTech equipment and services, our sales are also influenced by several other industry trends that impact our key markets. These include industry consolidation and restructuring, developing markets growth, new aircraft technology challenges and increased health, safety and environmental concerns.

For additional details on the food processing and air transportation industries, see “Business—JBT FoodTech—Industry Overview” and “Business—JBT AeroTech-Industry Overview” beginning on pages 57 and 63, respectively.

 

 

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Summary of the Spin-Off

The following is a summary of the terms of the spin-off. Please see “The Spin-Off” beginning on page 26 for a more detailed description of the matters described below.

 

Distributing company

FMC Technologies, Inc., a Delaware corporation.

 

Distributed company

John Bean Technologies Corporation (“JBT Corporation”), which is comprised of the current FoodTech and Airport Systems business segments of FMC Technologies. JBT Corporation’s principal executive offices are located at 200 East Randolph Drive, Chicago, Illinois 60601.

 

Distribution ratio

Each holder of FMC Technologies common stock will receive a dividend of [.215] of a share of JBT Corporation common stock for every share of FMC Technologies common stock held on the record date.

 

Securities to be distributed

Approximately [27,855,403] shares of JBT Corporation common stock and accompanying preferred share purchase rights, which will constitute all of the outstanding shares of JBT Corporation common stock immediately after the spin-off.

 

Record date

The record date is 5:00 p.m., New York City time, on [    ], 2008. In order to be entitled to receive shares of JBT Corporation common stock in the spin-off, holders of shares of FMC Technologies common stock must be stockholders as of 5:00 p.m., New York City time, on the record date.

 

Distribution date

The distribution date will be on or about [    ], 2008.

 

Relationship between JBT Corporation and FMC Technologies after the spin-off

Following the spin-off, FMC Technologies and JBT Corporation each will be an independent, publicly-traded company. However, we will enter into agreements with FMC Technologies that will facilitate our transition into an independent, publicly-traded company. For example, FMC Technologies will continue to provide certain transition services. For additional information regarding our relationship with FMC Technologies after the spin-off, see “Our Relationship with FMC Technologies After the Spin-Off” beginning on page 113.

 

Description of our credit facility

We anticipate entering into one or more credit facilities, including a term loan and a revolving credit facility in an aggregate amount of approximately $275 million, in order to fund a cash dividend to FMC Technologies, to satisfy our working capital needs and to fund other corporate purposes. We expect that our credit facilities will be utilized to replace certain FMC Technologies letters of credit and surety bonds currently in place with respect to JBT Corporation obligations.

 

 

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  We expect that the terms of the new credit facilities will contain certain customary financial covenants and events of default which generally give the banks the right to accelerate payments of outstanding debt.

 

  Please see “Description of Indebtedness” beginning on page 126 for a more detailed description of the expected terms of our credit agreement.

 

Dividend policy

We anticipate that we will pay cash dividends on our common stock following the spin-off. The initial quarterly dividend will be $[0.08] per share. The declaration and amount of future dividends, if any, will be determined by our Board of Directors and will depend on our financial condition, earnings, capital requirements, financial covenants, regulatory constraints, industry practice and other factors our Board of Directors deems relevant.

 

Payment of intercompany indebtedness

All intercompany debt between FMC Technologies and JBT Corporation will be settled prior to the completion of the spin-off and there will be no continuing intercompany debt thereafter.

 

Anti-takeover provisions

Provisions of the Delaware General Corporation Law and certain provisions of our certificate of incorporation and by-laws, including our staggered Board of Directors composed of three classes, may have the effect of discouraging, delaying or preventing a change of control of JBT Corporation not approved by our Board of Directors. Such provisions may also have the effect of discouraging third parties from making proposals involving an acquisition or change of control of JBT Corporation, although such proposals, if made, might be considered desirable by a majority of our stockholders. Such provisions could further have the effect of making it more difficult for third parties to cause the replacement of our Board of Directors.

 

  In connection with the spin-off, we will adopt a stockholder rights plan which also could have the effect of discouraging, delaying or preventing a change of control of JBT Corporation not approved by our Board of Directors. Certain provisions of the tax sharing agreement to be entered into between FMC Technologies and JBT Corporation that are intended to preserve the tax-free nature of the spin-off may also have the effect of discouraging third parties from making proposals involving an acquisition or change of control of JBT Corporation. See “Our Relationship with FMC Technologies After the Spin-Off—Tax Sharing Agreement” and “Description of Our Capital Stock” beginning on pages 116 and 120, respectively.

 

 

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Corporate Information and Structure

Pursuant to the spin-off, we will be separated from FMC Technologies and become a separate publicly-traded company. The spin-off and our resulting separation from FMC Technologies involves the following steps:

 

   

Before our separation from FMC Technologies, we will enter into a Separation and Distribution Agreement (the “Separation Agreement”) and several ancillary agreements with FMC Technologies to effect the separation and provide a framework for our relationship with FMC Technologies after the spin-off. These agreements will provide for the allocation between us and FMC Technologies of the assets, liabilities and obligations currently owned by FMC Technologies and attributable to periods prior to, at and after our separation from FMC Technologies. Other ancillary agreements will provide for certain transition services to be performed by each of FMC Technologies and us for the other to facilitate our transition into a separate company, the administration of insurance claims under pre-existing policies and the management of certain litigation matters from discontinued products and businesses. For more information on these agreements, see “Our Relationship with FMC Technologies After the Spin-Off” beginning on page 113.

 

   

In addition, before the separation, our Board of Directors and FMC Technologies, as our sole stockholder, will adopt certain benefit plans and approve various actions related to the spin-off as described in this information statement. We will assume FMC Technologies’ obligations under its current defined benefit pension plan applicable to our current employees, terminated vested and retired employees.

 

   

The Securities and Exchange Commission (the “SEC”) will declare effective under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the registration statement of which this information statement is a part, and FMC Technologies will mail this information statement to its stockholders.

 

   

On or prior to the distribution date, FMC Technologies will have received a ruling from the IRS to the effect that the spin-off will qualify as a tax-free transaction under Section 355 of the Internal Revenue Code (the “Code”). On or prior to the distribution date, FMC Technologies will receive an opinion by Kirkland & Ellis LLP as to the satisfaction of certain required qualifying conditions for the application of Section 355 of the Code to the spin-off. Also on or prior to the distribution date, certain assets related to our business will be transferred from FMC Technologies to us or our relevant subsidiaries via a series of distributions among various FMC Technologies subsidiaries.

 

   

Following the separation, we will operate as a separate publicly-traded company, and we expect that our common stock will begin trading on the NYSE on a regular way basis under the symbol “JBT” on the first trading day following the distribution date.

For a further explanation of the spin-off, see “The Spin-Off” beginning on page 26.

Summary Financial Data

The following tables set forth our summary financial data. The summary historical income statement and statement of cash flows for each of the three years in the period ended December 31, 2005, 2006 and 2007 and the summary historical balance sheet data as of December 31, 2006 and 2007 are derived from our audited combined financial statements included elsewhere in this information statement, which have been prepared in accordance with U.S. generally accepted accounting principles.

The summary historical income statement and statement of cash flows for the three-month period ended March 31, 2008 and the summary balance sheet data as of March 31, 2008 are derived from our unaudited combined financial statements included elsewhere in this information statement, which have been prepared in accordance with U.S. generally accepted accounting principles.

 

 

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The following tables also present our summary unaudited pro forma combined financial information, which has been derived from our unaudited pro forma combined financial statements included elsewhere in this information statement. Our unaudited pro forma combined financial statements have been prepared to reflect adjustments to our historical financial information to give effect to the following transactions, as if those transactions had been completed at earlier dates:

 

   

creation of the capital structure of JBT Corporation based upon the expected separation from FMC Technologies;

 

   

a reduction in deferred tax assets relating to certain foreign tax credit carryforwards that will be retained by FMC Technologies;

 

   

the transfer of certain employee benefit plan assets and liabilities related to our business from FMC Technologies to us; and

 

   

the effect of the financing to pay a dividend to FMC Technologies.

The unaudited pro forma combined financial data presented for the year ended December 31, 2007 are derived from our audited combined financial statements for the year ended December 31, 2007. The unaudited pro forma combined data presented as of and for the three months ended March 31, 2008 are derived from our unaudited combined financial statements as of and for the three months ended March 31, 2008. The unaudited pro forma financial data presented reflects the transactions as if they occurred on January 1, 2007, for the Summary Income Statement and on December 31, 2007, for the Summary Balance Sheet. A more complete explanation can be found in our unaudited pro forma combined financial statements included elsewhere in this information statement.

You should read the summary unaudited pro forma combined financial information in conjunction with our audited combined financial statements and the notes to the audited combined financial statements. You should also read the sections “Selected Combined Financial Data,” “Unaudited Pro Forma Combined Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The summary unaudited pro forma combined financial information is qualified by reference to these sections, as well as the audited combined financial statements and the notes to the audited combined financial statements that are included elsewhere in this information statement.

The combined financial information and unaudited pro forma combined financial information are not necessarily indicative of results to be expected from any future period and do not reflect what our financial position and results of operation would have been had we operated as a separate company during the periods presented.

 

 

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SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA

YEARS ENDED DECEMBER 31, 2007, 2006 AND 2005 AND THREE MONTHS ENDED

MARCH 31, 2008

 

    Year Ended December 31,     Three Months Ended
March 31,
 
    2005     2006     2007     2007
Pro Forma
    2008   2008
Pro Forma
 
    Audited     Unaudited     Unaudited  
    (Dollars in millions)  

Summary Income Statement Data:

           

Revenue

  $ 823.3     $ 844.3