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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950137-06-005267.txt : 20060502
<SEC-HEADER>0000950137-06-005267.hdr.sgml : 20060502
<ACCEPTANCE-DATETIME>20060502170521
ACCESSION NUMBER:		0000950137-06-005267
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20060501
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20060502
DATE AS OF CHANGE:		20060502

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			LINDSAY MANUFACTURING CO
		CENTRAL INDEX KEY:			0000836157
		STANDARD INDUSTRIAL CLASSIFICATION:	FARM MACHINERY & EQUIPMENT [3523]
		IRS NUMBER:				470554096
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0831

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-13419
		FILM NUMBER:		06800318

	BUSINESS ADDRESS:	
		STREET 1:		2707 NORTH 108TH STREET STE 102
		CITY:			OMAHA
		STATE:			NE
		ZIP:			68644
		BUSINESS PHONE:		4024282131

	MAIL ADDRESS:	
		STREET 1:		2707 NORTH 108TH STREET STE 102
		CITY:			OMAHA
		STATE:			NE
		ZIP:			68644
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>c04921e8vk.txt
<DESCRIPTION>CURRENT REPORT
<TEXT>
<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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):
                                   May 1, 2006


                            LINDSAY MANUFACTURING CO.
                            -------------------------
             (Exact name of registrant as specified in its charter)

<Table>

<S>                                    <C>                                     <C>
           Delaware                                  1-13419                                47-0554096
  ---------------------------          ----------------------------------      ------------------------------------
   (State of Incorporation)                 (Commission File Number)              (IRS Employer Identification
                                                                                             Number)
</Table>


<Table>


<S>              <C>                                                           <C>
                             2707 North 108th Street
                                     Suite 102
                                  Omaha, Nebraska                                    68164
                 ---------------------------------------------                 -----------------
                  (Address of principal executive offices)                        (Zip Code)
</Table>


                                 (402) 428-2131
               ---------------------------------------------------
              (Registrant's 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)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))


<PAGE>


ITEM 1.01   ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

         On May 1, 2006 Lindsay Manufacturing Co. (the "Company") and a new
wholly owned subsidiary of the Company entered into an agreement and plan of
merger (the "Merger Agreement") with Barrier Systems Inc. ("BSI"), which will
result in the Company owning all of the outstanding capital stock of BSI at
closing. BSI is a California corporation engaged in the manufacture of specialty
roadway barriers and traffic flow products that are used to reduce traffic
congestion and enhance safety. The new wholly owned subsidiary will be merged
with and into BSI. Under the terms of the Merger Agreement, the Company agreed
to pay $35,000,000 in cash to acquire all of the outstanding stock of BSI,
subject to a post-closing net asset adjustment. The merger consideration will be
used to repay all funded debt of BSI and its transaction expenses, with the
remainder being paid to shareholders and option holders of BSI. The Merger
Agreement provides that $3,500,000 of the consideration will be held in escrow
to secure the indemnification obligations of the shareholders and option holders
of BSI. The Company intends to fund the payment of the merger consideration
using a mix of its own working capital and borrowed funds.

         The terms of the Merger Agreement were determined on the basis of
arm's-length negotiations. In the ordinary course of business, the Company has
supplied components used by BSI in its manufacturing process. The Company does
not consider this a material relationship and no other relationships exists
between the Company and BSI or its shareholders.

         The Merger Agreement provides for customary representations, warranties
and covenants by the Company and BSI and is subject to customary closing
conditions, including approval by the shareholders of BSI. The Company expects
the transaction to close within the next 45 days.


ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS

99.1     Press Release, dated May 2, 2006, issued by the Company

                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.


Dated:  May 2, 2006                     LINDSAY MANUFACTURING CO.


                                        By: /s/ David Downing
                                            ---------------------------------
                                            David Downing, Vice President and
                                            Chief Financial Officer



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>c04921exv99w1.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
<PAGE>
                                                                               .
                                                                               .
                                                                               .




EXHIBIT 99.1

<Table>

<S><C>
[LINDSAY MANUFACTURING CO. LOGO] 2707 NO. 108TH ST. OMAHA, NE 68164 TEL: 402-829-6800 FAX: 402-829-6835
=======================================================================================================

</Table>


FOR FURTHER INFORMATION, CONTACT:

LINDSAY MANUFACTURING:                           HALLIBURTON INVESTOR RELATIONS:
David Downing                                    Jeff Elliott or Geralyn DeBusk
VP and CFO                                       972-458-8000
402-827-6235



            LINDSAY MANUFACTURING CO. TO ACQUIRE BARRIER SYSTEMS INC.

         Omaha, Nebraska--May 2, 2006--Lindsay Manufacturing Co. (NYSE: LNN)
today announced that it has formed a new wholly owned subsidiary of the Company
and entered into an agreement and plan of merger with Barrier Systems Inc.
("BSI"), which will result in the Company owning all of the outstanding capital
stock of BSI at closing. BSI is a privately held California corporation engaged
in the manufacture of specialty roadway barriers and crash cushion products that
are used to reduce traffic congestion and enhance highway safety. The new wholly
owned subsidiary will be merged with and into BSI. Under the terms of the merger
agreement, the Company agreed to pay $35 million in cash to acquire all of the
outstanding stock of BSI, subject to a post-closing net asset adjustment. The
merger consideration will be used to repay all funded debt of BSI and its
transaction expenses, with the remainder being paid to shareholders and option
holders of BSI. The merger agreement provides that $3.5 million of the
consideration will be held in escrow to secure the indemnification obligations
of the shareholders and option holders of BSI. The Company intends to fund the
payment of the merger consideration from its own working capital and borrowed
funds and expects the transaction to close within the next 45 days.

"We are pleased to announce our entrance into the attractive highway
infrastructure market," commented Rick Parod, Lindsay's president and chief
executive officer. "We have a long relationship with Barrier Systems as a
customer of our diversified manufacturing segment and have been impressed with
the quality of the management team and the prospects for their future growth."

Parod continued, "We believe that the acquisition of BSI is in accordance with
our strategy for product line expansion in key growth markets and expect it to
be accretive to earnings in our fiscal fourth quarter."

The terms of the merger agreement were determined on the basis of arm's-length
negotiations. In the ordinary course of business, the Company has supplied
components used by BSI in its manufacturing process. The Company does not
consider this a material relationship and no other relationships exist between
the Company and BSI or its shareholders.



<PAGE>



The merger agreement provides for customary representations, warranties and
covenants by the Company and BSI and is subject to customary closing conditions,
including approval by the shareholders of BSI.

ABOUT LINDSAY MANUFACTURING CO.
Lindsay manufactures and markets Zimmatic, Greenfield, Stettyn and Perrot center
pivot, lateral move and hose reel irrigation systems and GrowSmart controls, all
of which are used by farmers to increase or stabilize crop production while
conserving water, energy, and labor. The Company also produces large diameter
steel tubing and provides outsourced manufacturing and production services for
other companies. At April 6, 2006, Lindsay had approximately 11.5 million shares
outstanding, which are traded on the New York Stock Exchange under the symbol
LNN. More information on the Company can be found at
www.lindsaymanufacturing.com.

ABOUT BARRIER SYSTEMS INC.
Founded in 1984 and headquartered in Rio Vista, California, BSI manufactures and
markets movable barriers for flexibly adding lanes during rush hour to reduce
traffic congestion, improve safety and increase traffic throughput. The company
also produces crash cushions and specialty barriers to improve motorist and
highway worker safety. More information on the company can be found at
www.barriersystemsinc.com.

CONCERNING FORWARD-LOOKING STATEMENTS
This release contains forward-looking statements that are subject to risks and
uncertainties and which reflect management's current beliefs and estimates of
future economic circumstances, industry conditions, Company performance and
financial results and the likelihood of closing the transactions contemplated by
the Merger Agreement. Forward-looking statements include the information
concerning possible or assumed future results of operations of the Company and
those statements preceded by, followed by or including the words "expectation,"
"outlook," "could," "may," "should," or similar expressions. For these
statements, we claim the protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995.









</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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