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 (Date of earliest event reported): September 15, 2009
John Bean Technologies Corporation
(Exact name of registrant as specified in its charter)
Delaware | 001-34036 | 91-1650317 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
200 East Randolph Drive
Chicago, Illinois 60601
(Address of Principal executive offices, including Zip Code)
(312) 861-5900
(Registrants 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:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02(e). | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Item 8.01. | Other Events |
On September 15, 2009, John Bean Technologies Corporation (the Company) announced to its employees that the Compensation Committee of the Companys Board of Directors has authorized amendments to the John Bean Technologies Corporation Salaried Employees Equivalent Retirement Plan (the SERP) and the John Bean Technologies Corporation Employees Retirement Program Part I Salaried and Nonunion Hourly Employees Retirement Plan (the JBT Pension Plan) for U.S. employees, both effective January 1, 2010, to discontinue future benefit accruals for active non-union employees who are participants under those plans as of December 31, 2009. Additionally, the SERP and the JBT Pension Plan were amended to freeze any future participation in such plans by non-union employees as of January 1, 2010.
No employees will lose their previously earned and vested pension benefit as a result of the amendments to the SERP and the JBT Pension Plan, and such previously earned and vested pension benefits will be paid to the employee after retirement in accordance with the terms of the SERP and the JBT Pension Plan. Current retirees of the Company are not impacted by the changes to the SERP and the JBT Pension Plan.
In addition to the amendments to the SERP and the JBT Pension Plan, the Company announced to its employees on September 15, 2009 that the Compensation Committee of the Companys Board of Directors has authorized an amendment to the JBT Corporation Savings and Investment Plan (the 401(k) Plan) for U.S. employees. The amendment, which will become effective on January 1, 2010, provides for the Company to make non-elective 3% contributions with immediate vesting to all eligible non-union employees during each year in which the Company elects to continue operating the 401(k) Plan as a Safe Harbor 401(k) Plan (as defined in the amendment to the 401(k) Plan attached hereto). The 3% Company non-elective contribution will be in addition to the current Company match (of up to 5%) that vests over time.
These amendments to the SERP, the JBT Pension Plan and the 401(k) Plan are being made in an attempt to reduce the future financial risk arising from the Companys retirement program and provide a competitive and sustainable retirement program that allows the Company to successfully attract and retain a skilled workforce. These amendments are currently estimated to result in a net reduction in costs in 2010 compared to 2009 of approximately $2.0 million on an after-tax basis. The actual net cost reduction realized in 2010 could differ from this estimate due to changes in the actuarially determined gains and losses as of December 31, 2009 from current estimates. The estimated cost savings relate primarily to the absence of service-related costs for the SERP and JBT Pension Plan, and are partially offset by the addition of the non-elective 3% contribution to the 401(k) Plan. The net reduction in costs also includes an interest-related component based on a reduction in projected benefit obligations associated with the SERP and JBT Pension Plan. The Company does not anticipate any near term changes in cash funding requirements for the JBT Pension Plan related to these amendments.
The executed amendment to the SERP is attached hereto as Exhibit 10.1, the executed amendment to the JBT Pension Plan is attached hereto as Exhibit 10.2 and the executed amendment to the 401(k) Plan is attached hereto as Exhibit 10.3, and each such amendment is incorporated herein by reference.
Item 9.01(d). | Financial Statements and Exhibits |
Exhibit No. |
Description |
|
10.1 | First Amendment of John Bean Technologies Corporation Salaried Employees Equivalent Retirement Plan. | |
10.2 | First Amendment of John Bean Technologies Corporation Employees Retirement Program Part I Salaried and Nonunion Hourly Employees Retirement Plan. | |
10.3 | Second Amendment of JBT Corporation Savings and Investment Plan. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
JOHN BEAN TECHNOLOGIES CORPORATION | ||||
By: |
/s/ Ronald D. Mambu |
|||
Dated: September 15, 2009 | Name: | Ronald D. Mambu | ||
Title: | Vice President, Chief Financial Officer, Treasurer and Controller |
Exhibit 10.1
FIRST AMENDMENT OF
JOHN BEAN TECHNOLOGIES CORPORATION
SALARIED EMPLOYEES EQUIVALENT RETIREMENT PLAN
WHEREAS , John Bean Technologies Corporation (the Company) maintains the John Bean Technologies Corporation Salaried Employees Equivalent Retirement Plan (the Plan);
WHEREAS , the Company now deems it necessary and desirable to amend the Plan in certain respects; and
WHEREAS , this First Amendment shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions of the amendment;
NOW, THEREFORE , by virtue and in exercise of the powers reserved to the Company under Section 9 Amendment and Termination of the Plan, the Plan is hereby amended in the following respects, effective January 1, 2010:
1. Section 2 of the Plan is hereby amended to add the following sentence to the end thereof which shall read as follows:
Notwithstanding any Plan provision to the contrary, no Employee shall become a Participant in the Plan on or after January 1, 2010.
2. Section 3 of the Plan is hereby amended to add the following paragraph to the end thereof which shall read as follows:
Notwithstanding any Plan provision to the contrary, a Participants Excess Benefit shall be determined as of December 31, 2009. At such time, a Participants Excess Benefit shall become frozen and thereafter, no Participant in the Plan shall accrue any additional Excess Benefits under the Plan.
3. Section 4 of the Plan is hereby amended to add the following paragraph to the end thereof which shall read as follows:
Notwithstanding any Plan provision to the contrary, a Participants Excess Benefit shall be determined as of December 31, 2009. At such time, a Participants Excess Benefit shall become frozen and thereafter, no Participant in the Plan shall accrue any additional Excess Benefit under the Plan.
IN WITNESS WHEREOF , the Company has caused this amendment to be executed by a duly authorized representative this 15th day of September 2009.
JOHN BEAN TECHNOLOGIES CORPORATION | ||
By: |
/s/ Ronald D. Mambu |
|
Its: | Vice President, Chief Financial Officer, | |
Treasurer and Controller |
Exhibit 10.2
FIRST AMENDMENT OF
JOHN BEAN TECHNOLOGIES CORPORATION
EMPLOYEES RETIREMENT PROGRAM
PART I SALARIED AND NONUNION HOURLY EMPLOYEES RETIREMENT PLAN
WHEREAS , John Bean Technologies Corporation (the Company) maintains the John Bean Technologies Corporation Employees Retirement Program Part I Salaried and Nonunion Hourly Employees Retirement Plan (the Plan);
WHEREAS , the Company now deems it necessary and desirable to amend the Plan in certain respects; and
WHEREAS , this First Amendment shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions of the amendment;
NOW, THEREFORE , by virtue and in exercise of the powers reserved to the Company under Section 11.1 Plan Amendment or Termination of the Plan, the Plan is hereby amended in the following respects, effective January 1, 2010:
1. The definition of Earnings contained in Article I of the Plan is hereby amended to add the following sentence to the end thereof which shall read as follows:
Notwithstanding any Plan provision to the contrary, a Participants Earnings shall not include any compensation paid by the Company or a Participating Employer to the Participant for any Plan Year commencing on or after January 1, 2010.
2. The definition of Eligible Employee contained in Article I of the Plan is hereby amended to add the following sentence to the end thereof which shall read as follows:
Notwithstanding any Plan provision to the contrary, no Employee shall become an Eligible Employee on or after January 1, 2010.
3. The definition of Final Average Yearly Earnings contained in Article I of the Plan is hereby amended to add the following sentence to the end thereof which shall read as follows:
Notwithstanding any Plan provision to the contrary, a Participants Final Average Yearly Earnings shall be determined as of December 31, 2009, and shall not be redetermined thereafter.
4. The definition of Social Security Covered Compensation Base contained in Article I of the Plan is hereby amended to add the following sentence to the end thereof which shall read as follows:
Notwithstanding any Plan provision to the contrary, no future adjustments occurring pursuant to Section 230 of the Social Security Act on or after January 1, 2010 shall be made to the Social Security Covered Compensation Base with respect to any Participant.
5. The definition of Year of Credited Service contained in Article I of the Plan is hereby amended to add the following sentence to the end thereof which shall read as follows:
Notwithstanding any Plan provision to the contrary, except as provided below with respect solely to the determination of whether a Participant has attained his or her Early Retirement Date, the accrual of any future Year of Credited Service for all Participants shall cease and, as a result, Year of Credited Service with respect to a Participant shall not include any Period of Service of the Participant on or after January 1, 2010. Notwithstanding the preceding to the contrary, with respect solely to the determination of whether a Participant has attained his or her Early Retirement Date, each future Year of Credited Service of the Participant shall be taken into account.
6. Section 2.1 of the Plan is hereby amended to add the following paragraph to the end thereof which shall read as follows:
Notwithstanding any Plan provision to the contrary, (a) no Employee shall become a Participant in the Plan on or after January 1, 2010; (b) no Participant shall be credited with future Earnings for any Plan Year commencing on or after January 1, 2010; (c) except with respect solely to the determination of whether a Participant has attained his or her Early Retirement Date as set forth in the definition of Year of Credited Service set forth in Article I of the Plan, no Participant shall accrue any future Year of Credited Service on or after January 1, 2010; and (d) no future adjustments occurring pursuant to Section 230 of the Social Security Act on or after January 1, 2010 shall be made to the Social Security Covered Compensation Base with respect to any Participant.
IN WITNESS WHEREOF , the Company has caused this amendment to be executed by a duly authorized representative this 15th day of September 2009.
JOHN BEAN TECHNOLOGIES CORPORATION | ||
By: |
/s/ Ronald D. Mambu |
|
Its: | Vice President, Chief Financial Officer, | |
Treasurer and Controller |
Exhibit 10.3
SECOND AMENDMENT
OF
JBT CORPORATION SAVINGS AND INVESTMENT PLAN
WHEREAS , John Bean Technologies Corporation (the Company) maintains the JBT Corporation Savings and Investment Plan (the Plan);
WHEREAS , the Company now deems it necessary and desirable to amend the Plan in certain respects; and
WHEREAS , this Second Amendment shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions of the amendment;
NOW, THEREFORE , by virtue of the authority reserved to the Company by Section 12.1 of the Plan, the Plan is hereby amended as follows, effective January 1, 2010:
1. The definition of Account set forth in Article I of the Plan is hereby amended in its entirety to read as follows:
Account means any Pre-Tax Contribution Account, After-Tax Contribution Account, Company Contribution Account, Company Safe Harbor Nonelective Contribution Account, Contingent Account and Rollover Contribution Account established on behalf of a Participant.
2. The defined term Company Safe Harbor Nonelective Contributions is hereby added to Article I of the Plan and shall read as follows:
Company Safe Harbor Nonelective Contributions means the contributions made by the Participating Employer to eligible Participants under Section 3.4A of the Plan.
3. The defined term Company Safe Harbor Nonelective Contribution Account is hereby added to Article I of the Plan and shall read as follows:
Company Safe Harbor Nonelective Contribution Account means the account maintained as to each eligible Participant, to which Company Safe Harbor Nonelective Contributions are made for each eligible Participant, and to which all earnings and losses attributable thereto it, are allocated.
4. The defined term Safe Harbor 401(k) Plan is hereby added to Article I of the Plan and shall read as follows:
Safe Harbor 401(k) Plan means the period during which the Plan satisfies the safe harbor provisions of Section 401(k) and 401(m) and related Treasury regulations and other guidance promulgated by the Internal Revenue Service for purposes of meeting the actual deferral percentage and actual contribution percentage tests.
5. The defined term Safe Harbor Notice is hereby added to Article I of the Plan and shall read as follows:
Safe Harbor Notice means a notice of eligible Participants rights and obligations under the Plan, with respect to the Plans Safe Harbor 401(k) Plan status, which notice is written in a manner calculated to be understood by the average eligible Participant and which satisfies the requirements Treasury regulations 1.401(k)-3(d).
6. Section 3.3.6 is hereby added to the Plan and shall read as follows:
Notwithstanding anything in this Section 3.3 to the contrary, effective for Plan Years beginning on or after January 1, 2010, a non-union Participant shall have at least 30 days after receipt of the Safe Harbor Notice in which to make or change a salary deferral election.
7. Sections 3.4A and 3.4B are hereby added to the Plan and shall read as follows:
3.4A | Company Safe Harbor Nonelective Contributions |
(a) General Requirements for Allocation : Effective January 1, 2010, the Plan shall be maintained as a Safe Harbor 401(k) Plan. For each Plan Year for which the Company has elected to maintain that status by making Company Safe Harbor Nonelective Contributions, then, for each such Plan Year, such Company Safe Harbor Nonelective Contributions shall be allocated to the Company Safe Harbor Nonelective Contribution Account for each non-union Participant who is a Participant at any time during the Plan Year.
(b) Allocation Formula : Where the provisions of subsection (a) above apply for a Plan Year, the Company Safe Harbor Nonelective Contributions for all otherwise eligible Participants under this portion of the Plan (as determined in accordance with the applicable eligibility provisions of Article II) who have satisfied the eligibility requirements under Section 3.4A for the Plan Year, shall be equal to three percent (3%) of each such eligible Participants Compensation for the Plan Year. All Company Safe Harbor Nonelective Contributions for a Plan Year will be allocated to an eligible Participants Company Safe Harbor Nonelective Contribution Account no later than the due date (including all extensions) of the Companys federal tax return for the fiscal year of the Company ending with or within the Plan Year.
(c) Ceasing 401(k) Safe Harbor Nonelective Contribution Status : The fact that the Company has elected that the Plan be treated as a Safe Harbor 401(k) Plan for a Plan Year shall in no way bind the Plan to continue to maintain such status for future Plan Years. Provided, however, the Plan must be amended to cease to constitute a Safe Harbor 401(k) Plan.
3.4B | Safe Harbor 401(k) Plan Status |
In order to constitute a Safe Harbor 401(k) Plan for a Plan Year, the Company must contribute the Company Safe Harbor Nonelective Contributions on behalf of all Participants eligible for such contributions under Section 3.4A and, within a reasonable period of time (meaning generally at least 30 days, but no more than 90 days, before the beginning of the Plan Year), the Company must cause to be provided to each eligible Participant, a Safe Harbor Notice. Provided however, in the event an Employee becomes eligible to participate in Section 3.4A of the Plan after the 90 th day before the beginning of the Plan Year and does not receive the Safe Harbor Notice for that reason, the notice must be provided no later than 90 days before the Employee becomes eligible to participate and not later than the date the Employee becomes eligible.
8. Sections 3.12.9 and 3.12.10 are hereby added to the Plan and shall read as follows:
3.12.9. Notwithstanding the foregoing paragraphs of Section 3.12, effective for Plan Years beginning on or after January 1, 2010, the test provided in Code Section 401(k)(3) shall be met if the Plan meets the Safe Harbor Notice requirement set forth in Section 3.4B and the following Contribution Requirement.
The Contribution Requirement is met if the Company is required to make the Company Safe Harbor Nonelective Contributions set forth in Section 3.4A on behalf of each Nonhighly Compensated Employee who is eligible to participate in Section 3.4A of the Plan as a non-union Participant without regard to whether such Employee makes a Pre-Tax Contribution described in Section 3.1 or an After-Tax Contribution described in Section 3.2.
3.12.10. Notwithstanding any Plan provisions to the contrary, with respect to any Plan Year for which the Plan is a Safe Harbor 401(k) Plan, when performing the Actual Deferral Percentage Test, the current year testing method shall be used and any changes from current year to prior year testing shall be made pursuant to Internal Revenue Service Notice 98-1, the provisions of which are incorporated herein by reference.
9. Sections 3.13.9 and 3.13.10 are hereby added to the Plan and shall read as follows:
3.13.9. Notwithstanding the foregoing paragraphs of Section 3.13, effective for Plan Years beginning on or after January 1, 2010, the test provided in Code
Section 401(m)(2) shall be met if the Plan meets the Safe Harbor Notice requirement set forth in Section 3.4B, the Contribution Requirements described in Section 3.12.9, above, and the following Special Limitation on Matching Contributions. The Special Limitation on Matching Contributions is met if (i) Company Contributions described in Section 3.4 on behalf of any Employee may not be made with respect to an Employees Pre-Tax and After-Tax Contributions (described in Sections 3.1 and 3.2, respectively) in excess of six percent (6%) of the Employees Compensation, (ii) the rate of Company Contributions does not increase as the rate of an Employees Pre-Tax and After-Tax Contributions increases, and (iii) the Company Contributions with respect to any Highly Compensated Employee at any rate of Employee Pre-Tax and After-Tax Contributions is not greater than that with respect to a Nonhighly Compensated Employee.
3.13.10. Notwithstanding any Plan provisions to the contrary, with respect to any Plan Year for which the Plan is a Safe Harbor 401(k) Plan, when performing the Actual Contribution Percentage Test, the current year testing method shall be used and any changes from current year to prior year testing shall be made pursuant to Internal Revenue Service Notice 98-1, the provisions of which are incorporated herein by reference.
10. Section 4.1 of the Plan is hereby amended in its entirety to read as follows:
4.1 | Vesting in After-Tax, Company Safe Harbor Nonelective, Pre-Tax and Rollover Contributions Accounts |
A participant is always 100% vested in the balance of his or her After-Tax Contribution Account, Company Safe Harbor Nonelective Contribution Account, Pre-Tax Contribution Account and Rollover Contribution Account.
11. Section 5.3 of the Plan is hereby amended in its entirety to read as follows:
5.3 | Distribution of Amounts held in a Participants Company Safe Harbor Nonelective Contribution Account and Pre-Tax Contribution Account. |
Notwithstanding any Plan provisions to the contrary, amounts held in a Participants Company Safe Harbor Nonelective Contribution Account and Pre-Tax Contribution Account are not distributable earlier than upon:
(1) | the Participants severance from employment. Notwithstanding anything herein to the contrary, a severance from employment shall not occur when an individual changes status from an Eligible Employee to a Leased Employee; |
(2) | the Participants death; |
(3) | the Participants Disability; |
(4) | the Participants attainment of age 59-1/2; |
(5) | with respect to a Participants Pre-Tax Contribution Account only, the proven financial hardship of the Participant as described in Section 6.6.3; or |
(6) | the termination of the Plan without the employer maintaining an alternative defined contribution plan at any time during the period beginning on the date of plan termination and ending 12 months after all assets have been distributed from the Plan. Such a distribution must be made in a lump sum. For purposes of this Section, the terms employer, alternative defined contribution plan, and lump sum are as defined under Treasury Regulation Section 1.401(k)-1(d)(4). |
IN WITNESS WHEREOF , the Company has caused this amendment to be executed by a duly authorized representative this 15th day of September, 2009.
JOHN BEAN TECHNOLOGIES CORPORATION |
||
By: |
/s/ Ronald D. Mambu |
|
Its: |
Vice President, Chief Financial Officer, Treasurer and Controller |