-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, CqRlIzX6dk/JU1HExSSYq7MJUw+dWKes+jPoWKAsPPv8LY48Ekx4F4D8D8T+YqgP RnTjWpWxIfn+q4sgpHjidQ== 0000109710-95-000001.txt : 19950608 0000109710-95-000001.hdr.sgml : 19950608 ACCESSION NUMBER: 0000109710-95-000001 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19950126 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950127 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLARK EQUIPMENT CO /DE/ CENTRAL INDEX KEY: 0000109710 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL TRUCKS TRACTORS TRAILERS & STACKERS [3537] IRS NUMBER: 380425350 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05646 FILM NUMBER: 95503349 BUSINESS ADDRESS: STREET 1: 100 N MICHIGAN ST STREET 2: PO BOX 7008 CITY: SOUTH BEND STATE: IN ZIP: 46634 BUSINESS PHONE: 2192390100 MAIL ADDRESS: STREET 2: 100 N MICHIGAN ST P O BOX 7008 CITY: SOUTH BEND STATE: IN ZIP: 46634 FORMER COMPANY: FORMER CONFORMED NAME: CLARK EQUIPMENT CO DATE OF NAME CHANGE: 19691109 8-K 1 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): January 26, 1995 CLARK EQUIPMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 1-5646 38-0425350 (State or other juris- (Commission (IRS Employer diction of incorporation) File Number) Identification Number) 100 North Michigan Street P. O. Box 7008 South Bend, Indiana (Address of principal 46634 executive offices) (Zip Code) Registrant's telephone number (219) 239-0100 including area code Total Number of Pages: 10 Exhibit Index at Page: 3 -1- ITEM 5. OTHER EVENTS On January 26, 1995, Registrant issued two press releases. In the first press release, Registrant announced its fourth quarter and full year 1994 results. In the second press release, the Registrant announced that it intends to sell its shares of VME Group N.V. in an initial public offering. Copies of these press releases are attached as Exhibit (99)(a) and Exhibit (99)(b) respectively and incorporated in this Item by reference. The press releases contain certain forward-looking statements about Registrant as defined in paragraph (c) of Rule 3B-6, "Liability for Certain Statements by Issuers" issued pursuant to the Securities Exchange Act of 1934. The forward-looking statements of Registrant published in the press releases are reaffirmed hereby. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS Exhibit (99)(a) - Registrant's press release regarding its fourth quarter and full year 1994 results issued January 26, 1995. Exhibit (99)(b) - Registrant's press release regarding the Company's intent to sell its shares of VME Group N.V. in an initial public offering issued January 26, 1995. SIGNATURES 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. CLARK EQUIPMENT COMPANY /s/ John J. Moran, Jr. John J. Moran, Jr. Assistant Secretary Date: January 26, 1995 -2- EXHIBIT LIST AND INDEX Filed Herewith Unless Exhibit Description Otherwise Indicated (27) Financial Data Schedules Page 4 (99)(a) Registrant's Press Release Page 5 regarding its fourth quarter and full year 1994 results dated January 26, 1995. (99)(b) Registrant's Press Release Page 9 regarding its plan to sell its shares of VME Group N.V. in an initial public offering dated January 26, 1995. - 3 - EX-27 2
5 This schedule contains summary financial informatio, extracted from the financial statesments which oncluded in the Company's Press Release dated January 26, 1995 and is qualified in its entirety by reference to such financial statements. YEAR DEC-31-1994 DEC-31-1994 48,404 180,200 115,561 6016 123,728 495,123 383,758 20,619 1,193,899 204,606 193,294 324,067 0 0 128,093 1,193,899 946,200 946,599 748,716 748,716 0 1,224 19,966 92,644 29,329 62,815 99,120 0 0 161,935 9.30 9.30
EX-99 3 EXHIBIT (99)(a) Clark Equipment Company 100 North Michigan St. P.O. Box 7008 South Bend, Indiana 46634 NEWS RELEASE Contact: Joe Fimbianti Release Date: Immediate 219-239-0176 CLARK EQUIPMENT COMPANY ANNOUNCES YEAR-END RESULTS SOUTH BEND, INDIANA, January 26, 1995-- Clark Equipment Company (NYSE: CKL) today reported 1994 net income of $161.9 million, or $9.30 per share. This compares to 1993 net income of $48.0 million, or $2.76 per share. Included in the 1994 results is $99.1 million, or $5.69 per share, from two discontinued businesses -- CAPCO and VME Group N.V. The gain from CAPCO, which is Clark's former Brazilian automotive components company, was $34.1 million, or $1.96 per share. Clark's share of VME's 1994 earnings was $65.0 million, or $3.73 per share. Separately, Clark announced plans to offer its shares of VME Group N.V., its 50-percent-owned joint venture, in an initial public offering during first quarter 1995 (copy attached). Clark reported VME results as a discontinued operation. The announcements were made by Leo J. McKernan, Clark chairman, president and chief executive officer. Full-year 1993 net income of $48.0 million, or $2.76 per share, included $12.5 million, or $0.72 per share, from CAPCO and $14.0 million, or $0.80 per share, from VME. Clark sales for 1994 continuing operations were $946.6 million, up 37 percent from $692.0 million in 1993. In making the announcement, Mr. McKernan said, "Clark's operating businesses continued to make excellent gains in 1994. Continuing consolidated operations, which include Melroe Company, Clark-Hurth Components and Blaw-Knox Construction Equipment Corporation, delivered profits of $63.3 million, up 193 percent from $21.6 million in 1993, on a sales increase of 37 percent. All Clark businesses produced increased earnings, operating margins and operating cash flow." In fourth quarter 1994, Clark recorded total net income of $40.2 million, or $2.31 per share, compared to $18.4 million, or $1.06 per share, in 1993. Fourth quarter results from continuing operations were $19.9 million, or $1.14 per share, in 1994 compared to $4.8 million, or $0.28 per share in 1993. Operating earnings from both consolidated operations and VME improved substantially. LIFO adjustments were not material in either 1993 or 1994. -5- Discussing the performance of Clark's core businesses, Mr. McKernan said, "Strong markets throughout North America spurred Melroe 1994 sales to a new record, $604.1 million, up 29 percent compared to 1993. Fourth quarter North American shipments rose more than 20 percent compared to fourth quarter 1993." He added that fourth quarter European shipments also improved compared to somewhat sluggish results during the same period in 1993. Overall, European full-year 1994 sales were up slightly for skid-steer loaders. Increased shipments to Italy, France and Spain offset declines in Germany. During 1994, Bobcat sales of mini-excavators grew rapidly in both North America and Europe. Regarding the company's off-highway driveline components business, Mr. McKernan said, "Continuing strength in the North American construction machinery market and a steady improvement in Europe increased Clark-Hurth sales and earnings in the fourth quarter as well as for the full year. Order rates remained at high levels with fourth quarter orders more than 60 percent above the same period in 1993. Full-year 1994 orders were more than 50 percent above 1993 levels." He added that Clark-Hurth's full-year shipments grew 30 percent compared to 1993, reflecting the growing economic recovery in most major markets as well as share gains in transaxles, mid-sized transmissions and Hurth axles. Discussing Clark's May 1994 acquisition of the nation's leading asphalt paving equipment manufacturer, Mr. McKernan remarked, "Blaw-Knox showed steady improvement in the fourth quarter, with shipments up 15 percent from 1993. Full-year shipments grew 20 percent from 1993 levels. Blaw-Knox sales gains came primarily from North American markets, while European sales remained flat in a stagnant market." He also said that Blaw-Knox profitability continued to be strong, reflecting increased product sales, record parts shipments and cost-reduction programs. Incoming orders were $269.0 million in fourth quarter 1994, compared to $260.0 million in third quarter 1994 and $178.0 million in fourth quarter 1993. Order backlogs at December 31, 1994, were $221.0 million, compared to $125.0 million at year-end 1993. Orders and backlog in 1993 do not include Blaw-Knox, which was acquired in May 1994. Looking ahead, Mr. McKernan said, "The outlook for 1995 is excellent. Demand in our core businesses is unusually strong for the first quarter. Given current order levels and performance, we anticipate that first quarter 1995 sales and earnings will offset the normal seasonal decline and exceed fourth quarter 1994 results. Overall, we believe that 1995 will be another year of strong growth for Clark's core businesses." Clark Equipment Company's core businesses design, manufacture and sell skid-steer loaders, highway paving and construction equipment, and axles and transmissions for off-highway equipment. -6- CLARK EQUIPMENT COMPANY AND CONSOLIDATED SUBSIDIARIES STATEMENT OF INCOME AND RETAINED EARNINGS (AUDITED)
For the Period Ended December 31, (Amounts in Thousands, except per share data) Fourth Quarter Twelve Months 1994 1993* 1994 1993* Net sales............................................$ 249,701 $ 174,536 $ 946,599 $ 692,022 Operating costs and expenses: Cost of goods sold................................ 199,426 144,487 747,492 557,138 Selling, general and administrative expenses........................ 24,445 25,416 107,668 102,699 223,871 169,903 855,160 659,837 Operating income..................................... 25,830 4,633 91,439 32,185 Other income, net.................................... 7,106 4,888 21,171 15,016 Interest expense..................................... (4,809) (5,446) (19,966) (21,426) Pre-tax income from consolidated operations.......... 28,127 4,075 92,644 25,775 Provision for income taxes........................... 7,908 (743) 29,329 4,196 Income from consolidated operations.................. 20,219 4,818 63,315 21,579 Equity in net loss of associated company............................. (335) 0 (500) 0 Income from continuing operations.................... 19,884 4,818 62,815 21,579 Discontinued operations: Income from operations............................ 20,337 13,576 66,236 20,290 Gain on sale...................................... 0 0 32,884 0 Income from discontinued operations.................. 20,337 13,576 99,120 20,290 Income before effect of change in accounting principle.................... 40,221 18,394 161,935 41,869 Effect of accounting change--income taxes............ - - - 6,150 Net income........................................... 40,221 18,394 161,935 48,019 Add: Income retained at beginning of period............................ 214,422 74,471 92,708 44,869 Deduct: Excess cost of treasury shares issued over the cost of certain employee benefits............. 0 157 0 180 Income retained at end of period.....................$ 254,643 $ 92,708 $ 254,643 $ 92,708 Income per share: From continuing operations........................$ 1.14 $ .28 $ 3.61 $ 1.24 From discontinued operations: VME operations................................. 1.17 .60 3.73 .45 CAPCO operations............................... - .18 .07 .72 Gain on sale of CAPCO.......................... - - 1.89 - From effect of accounting change.................. - - - .35 Net income........................................$ 2.31 $ 1.06 $ 9.30 $ 2.76 Average number of shares............................. 17,402 17,425 17,412 17,421 Number of shares outstanding at end of period.................................. 17,401 17,402 17,401 17,402 * Restated to reflect the deconsolidation of the automotive business and relect the equity in net income of VME Group NV as a discontinued operation. - 7 -
CLARK EQUIPMENT COMPANY AND CONSOLIDATED SUBSIDIARIES CONDENSED BALANCE SHEET (AUDITED)
(Amounts in Thousands) Dec.31 Dec.31 1994 1993 ASSETS Current Assets: Cash, equivalents, and short-term investments.......$ 228,604 $ 235,828 Accounts and notes receivable........................ 108,460 77,103 Accounts receivable from associated companies........ 1,085 2,041 Refundable income taxes.............................. 0 3,543 Inventories.......................................... 123,728 104,841 Deferred tax assets--net............................. 24,384 29,202 Other current assets................................. 8,862 9,213 Total current assets.............................. 495,123 461,771 Investments and advances--associated companies.......... 12,555 122,106 Investment in discontinued operations- VME Group NV....................................... 195,943 0 Deferred tax assets--net ............................... 100,402 97,357 Property, plant and equipment--net...................... 181,139 201,924 Assets held for sale.................................... 0 6,765 Goodwill................................................ 167,272 67,461 Other assets............................................ 41,465 45,890 Total assets.....................................$1,193,899 $1,003,274 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Notes payable.......................................$ 11,944 $ 22,512 Accounts payable and accrued liabilities............. 157,128 150,142 Income taxes payable................................. 1,547 4,139 Accrued postretirement benefits...................... 21,132 19,560 Deferred income taxes................................ 715 800 Current installments on long-term debt............... 12,140 9,612 Total current liabilities......................... 204,606 206,765 Long-term borrowings.................................... 193,294 204,770 Other non-current liabilities........................... 93,994 79,686 Accrued postretirement benefits......................... 241,837 233,239 Deferred income taxes................................... 8,008 10,661 Total liabilities................................. 741,739 735,121 Stockholders' Equity: Capital stock........................................ 324,067 323,540 Retained earnings.................................... 254,643 92,708 Cumulative translation and other adjustments......... (47,211) (67,083) Common stock held in treasury at cost................ (53,470) (49,728) Leveraged Employee Stock Ownership Plan shares....................................... (25,869) (31,284) Total stockholders' equity........................ 452,160 268,153 Total liabilities and stockholders' equity.......$1,193,899 $1,003,274 Debt/Capitalization Ratio............................... 32.5% 46.9% Current year capital expenditures......................$ 39,119 $ 29,877 Current year depreciation charges......................$ 33,800 $ 36,379 - 8 -
EX-99 4 EXHIBIT (99)(b) Clark Equipment Company 100 North Michigan St. P.O. Box 7008 South Bend, Indiana 46634 NEWS RELEASE Contact: Joe Fimbianti Release Date: Immediate 219-239-0176 CLARK EQUIPMENT ANNOUNCES INTENT TO SELL SHARES OF VME GROUP JOINT VENTURE IN PUBLIC OFFERING SOUTH BEND, INDIANA, January 26, 1995-- Clark Equipment Company (NYSE: CKL) today announced that it plans to offer all of its shares of VME Group N.V., its 50-percent-owned joint venture with AB Volvo in an initial public offering. VME filed an F-1 Registration Statement with the Securities and Exchange Commission for an initial public offering of 35 million shares of common stock with an estimated price of $20 per share. Clark intends to sell 31,500,000 shares. Clark has granted the underwriter an option to purchase an additional 3.5 million shares of common stock to cover over allotments. VME designs, manufactures and markets a range of high quality construction and earth-moving equipment and related after-market parts for sale in most world markets. Formed as a joint venture in 1985, VME had sales of $1.5 billion in 1994. In making the announcement, Leo J. McKernan, Clark chairman, president and chief executive officer said, "The time is now right for VME to proceed as an independent business and for Clark to pursue new opportunities to build value for our shareholders. Assuming all the shares are sold, Clark expects to net up to $475.0 million after taxes and transaction costs. Clark will also record an accounting gain of $280.0 million. We expect the sale to be completed by early April, 1995." Mr. McKernan added, "We intend to use the expected proceeds of the offering to enhance shareholder value two ways: First, we will use a substantial portion of the proceeds to acquire profitable businesses with distinctive market advantages to which we can add value. Second, at Clark's February Board meeting, we plan to request authorization to repurchase up to three million shares on the open market." -9- A registration statement relating to these securities has been filed with the Securities and Exchange Commission, but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such state. Clark Equipment Company's core businesses design, manufacture and sell skid-steer loaders, highway paving and construction equipment, and axles and transmissions for off-highway equipment. -10- -----END PRIVACY-ENHANCED MESSAGE-----