-----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, Xdr+kZrMIHjXvpuoXDuBCDu3frVGFbN7eMgJaHkLU5PR6s+IltFT2He1ivEQHIbi e3DQWfv1T1usFVC0K5vNCw== 0000015310-95-000006.txt : 19950414 0000015310-95-000006.hdr.sgml : 19950414 ACCESSION NUMBER: 0000015310-95-000006 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950117 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950410 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BULOVA CORP CENTRAL INDEX KEY: 0000015310 STANDARD INDUSTRIAL CLASSIFICATION: WATCHES, CLOCKS, CLOCKWORK OPERATED DEVICES/PARTS [3873] IRS NUMBER: 111719409 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-00457 FILM NUMBER: 95527967 BUSINESS ADDRESS: STREET 1: ONE BULOVA AVE CITY: WOODSIDE STATE: NY ZIP: 11377-7874 BUSINESS PHONE: 7182043300 MAIL ADDRESS: STREET 1: ONE BULOVA AVE CITY: WOODSIDE STATE: NY ZIP: 11377-7874 FORMER COMPANY: FORMER CONFORMED NAME: BULOVA WATCH CO INC DATE OF NAME CHANGE: 19880811 FORMER COMPANY: FORMER CONFORMED NAME: BULOVA J CO DATE OF NAME CHANGE: 19710627 8-K/A 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------------- FORM 8-K/A 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 17, 1995 ------------------------------ BULOVA CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) New York 1-457 11-1719409 - -------------------------------------------------------------------------------- (State or Other jurisdiction (Commission (I.R.S. employer of incorporation or organization) file number) identification no.) One Bulova Avenue, Woodside, N.Y. 11377-7874 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (718) 204-3300 --------------------------- NOT APPLICABLE - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) ================================================================================ 1 Item 2. Acquisition or Disposition of Assets. ------------------------------------- On January 17, 1995 Registrant effected the disposition by merger (the "Merger") of its wholly-owned subsidiary, Bulova Technologies, Inc. ("BTI") pursuant to a Merger Agreement dated as of January 17, 1995 among Registrant, BTI and BTI Acquisition Corporation (the "Buyer"). Registrant understands that the Buyer is affiliated with National Defense Company and BT Capital Corporation. Neither Registrant nor any of its affiliates, directors or officers or any associates of any of the foregoing, had any material relationship with the Buyer or any of its affiliates. BTI is engaged primarily in the production, manufacture and sale of precision mechanical, electronic and electro-mechanical timing devices, including fuzes for ordnance applications for sale to the U.S. and foreign governments. BTI also produces certain commercial products. BTI constituted Registrant's industrial and defense products segment. The consideration received by Registrant pursuant to the Merger consisted of $20,810,000 paid in cash by the Buyer. In addition, Registrant assumed BTI's liabilities with respect to post-retirement health care benefits for employees of BTI who had retired prior to the consummation of the Merger. Immediately prior to the Merger, Registrant contributed to the capital of BTI $11,582,000 principal amount of intercompany debt owed to Registrant and BTI paid to Registrant $1,665,000 in consideration representing the principal amount of intercompany debt outstanding at December 31, 1994 in excess of Registrant's contributed capital. The terms of the Merger, including the consideration, were determined through arms length negotiation. Registrant applied $19,000,000 of the consideration received by it to the repayment of debt owed to its parent, Loews Corporation, and the balance of the consideration was added to working capital. Item 7. Financial Statements and Exhibits. ---------------------------------- (a) Not applicable. (b) Pro forma financial information: Unaudited pro forma consolidated condensed balance sheet of Bulova Corporation as of December 31, 1994. Unaudited pro forma consolidated condensed statement of operations of Bulova Corporation for the year ended December 31, 1994. Unaudited pro forma consolidated condensed statement of operations of Bulova Corporation for the year ended December 31, 1993. Unaudited notes to pro forma consolidated condensed financial statements. (c) Exhibits: Exhibit 2. Merger Agreement entered into on January 17, 1995, by Bulova Technologies, Inc., a New York corporation ("BTI"), BTI Acquisition Corporation, a Delaware corporation, and Bulova Corporation, a New York corporation. 2 UNAUDITED PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS On January 17, 1995, the Company, by merger, disposed of its wholly-owned subsidiary Bulova Technologies, Inc. ("BTI") for $20,810,000 in cash. The following unaudited pro forma consolidated condensed financial statements set forth the effect that these transactions would have had on the financial position of the Company at December 31, 1994 and on the results of operations for the year ended December 31, 1994 and year ended December 31, 1993 had the transaction been consummated at the beginning of those respective periods. These financial statements are presented for illustrative purposes only and are not necessarily indicative of the financial position or the results of operations which would actually have been reported had the transaction been in effect during the periods reported or which may be reported in the future. The accompanying pro forma consolidated condensed financial statements should be read in conjunction with the historical financial statements and notes thereto of Bulova Corporation's Annual Reports on Form 10-K for the year ended December 31, 1994 and 1993. 3 Bulova Corporation and Subsidiaries PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET (UNAUDITED) DECEMBER 31, 1994 (Amounts in thousands)
Pro Forma Historical Adjustments Pro Forma -------------------------------------- Assets: Current assets: Cash ............................... $ 3,857 $ 3,475 (2a) $ 7,332 Receivables ........................ 51,254 51,254 Inventories ........................ 35,750 35,750 Other assets ....................... 10,333 (195) (2c) 10,138 Net assets of discontinued operations ........................ 20,082 (20,082) (2b) -------- -------- Total current assets .............. 121,276 104,474 Property, plant and equipment-net .... 12,750 12,750 Other assets ......................... 17,009 17,009 -------- -------- Total assets ...................... $151,035 $134,233 ======== ======== Liabilities and Shareholders' Equity: Current liabilities .................. $ 20,055 1,835 (2d) $ 21,890 -------- -------- Obligations under capital leases ..... 200 200 -------- -------- Other liabilities and credits: Postretirement benefits payable .... 43,183 43,183 Other .............................. 5,667 5,667 -------- -------- Total other liabilities and credits 48,850 48,850 -------- -------- Debt to affiliate .................... 19,000 (19,000) (2e) -------- Shareholders' equity ................. 62,930 363 (2f) 63,293 -------- -------- Total liabilities and shareholders' equity ........................... $151,035 $134,233 ======== ======== See accompanying unaudited notes to pro forma consolidated condensed financial statements.
4 Bulova Corporation and Subsidiaries PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS (UNAUDITED) FOR THE YEAR ENDED DECEMBER 31, 1994 (Amounts in thousands, except per share data)
Pro Forma Historical Adjustments Pro Forma -------------------------------------- Revenues: Net sales ........................... $ 93,724 $ 93,724 Interest, royalties and other ....... 6,322 6,322 -------- -------- Total revenues ................... 100,046 100,046 -------- -------- Expenses: Cost of sales ....................... 59,267 59,267 Selling, general and administrative . 39,416 300 (3a) 39,716 Interest ............................ 580 (467)(3b) 113 -------- -------- Total expenses ................... 99,263 99,096 -------- -------- Income from continuing operations before income taxes .................. 783 950 Income tax expense .................... (251) (58)(3c) (309) -------- -------- Income from continuing operations ..... $ 532 $ 641 ======== ======== Income per share from continuing operations ........................... $.11 $.14 ======== ======== Weighted average number of shares outstanding .......................... 4,599 4,599 ======== ======== See accompanying unaudited notes to pro forma consolidated condensed financial statements.
5 Bulova Corporation and Subsidiaries PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS (UNAUDITED) FOR THE YEAR ENDED DECEMBER 31, 1993 (Amounts in thousands, except per share data)
Pro Forma Historical Adjustments Pro Forma -------------------------------------- Revenues: Net sales ........................... $ 93,894 $ 93,894 Interest, royalties and other ....... 7,409 7,409 -------- -------- Total revenues ................... 101,303 101,303 -------- -------- Expenses: Cost of sales ....................... 61,279 61,279 Selling, general and administrative . 36,895 300 (3a) 37,195 Interest ............................ 1,421 (1,357)(3b) 64 -------- -------- Total expenses ................... 99,595 98,538 -------- -------- Income from continuing operations before income taxes .................. 1,708 2,765 Income tax (expense) benefit .......... 203 (370)(3c) (167) -------- -------- Income from continuing operations...... $ 1,911 $ 2,598 ======== ======== Income per share from continuing operations ........................... $.41 $.56 ======== ======== Weighted average number of shares outstanding .......................... 4,599 4,599 ======== ======== See accompanying unaudited notes to pro forma consolidated condensed financial statements.
6 Bulova Corporation and Subsidiaries NOTES TO PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED) - -------------------------------------------------------------------------------- Note 1. Basis of Presentation: The pro forma consolidated condensed financial statements are based on historical financial statements for Bulova Corporation (the "Company"), as adjusted for the sale of Bulova Technologies, Inc. ("BTI"). The pro forma consolidated condensed Balance Sheet assumes that the Company sold BTI on December 31, 1994 and that the Company adjusted its historical balance sheet as of that date. The pro forma consolidated condensed Statement of Operations for the years ended December 31, 1994 and 1993 assumes that the Company sold BTI at the beginning of those respective periods. Note 2. Adjustments to the Balance Sheet: Adjustments to the Unaudited Pro Forma Consolidated Condensed Balance Sheet are as follows: (a) To reflect the change in cash as follows: Net proceeds from sale of BTI ......................... $ 22,475,000 Payment of debt to affiliate .......................... (19,000,000) ------------ $ 3,475,000 ============ (b) To reflect the sale of BTI. (c) To reflect the tax provision for the gain on sale of BTI. (d) To accrue costs incurred related to the sale of BTI. (e) To reflect the payment of debt to affiliate. (f) To reflect the gain on disposition of BTI as follows: Proceeds received from sale ........................... $22,475,000 Direct cost of disposal ............................... (1,835,000) ----------- Net proceeds from sale .............................. 20,640,000 Net assets of discontinued operations ................. 20,082,000 ----------- Gain on sale before tax ............................... 558,000 Income tax expense at the statutory rate .............. (195,000) ----------- Net gain on sale .................................... $ 363,000 =========== Note 3. Adjustments to the Statements of Operations: Adjustments to the Unaudited Pro Forma Consolidated Condensed Statements of Operations are as follows: (a) To reflect the charge in selling, general and administrative expenses to recognize overhead charged to BTI which will be absorbed by Registrant. 7 (b) To reflect reduction of interest expense on debt to affiliate. (c) To adjust tax provision for pro forma adjustments at the statutory rate. 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, thereunto duly authorized. BULOVA CORPORATION ------------------ (Registrant) Dated: April 10, 1995 By: Paul S. Sayegh --------------------------- Paul S. Sayegh Chief Operating Officer and Principal Financial Officer 8 -----END PRIVACY-ENHANCED MESSAGE-----