-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ESo1PJBZe7CEVgfJg7SM7z4Qdq3Gthls4rxPYQY71Wc6mFpWxtL1E47M00z6bSFU t24F2BUwhj+Ywi+UgEf3aQ== 0000950137-97-000847.txt : 19970303 0000950137-97-000847.hdr.sgml : 19970303 ACCESSION NUMBER: 0000950137-97-000847 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970228 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970228 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLARCOR INC CENTRAL INDEX KEY: 0000020740 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 360922490 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11024 FILM NUMBER: 97546978 BUSINESS ADDRESS: STREET 1: 2323 SIXTH ST STREET 2: PO BOX 7007 CITY: ROCKFORD STATE: IL ZIP: 61125 BUSINESS PHONE: 8159628867 MAIL ADDRESS: STREET 1: 2323 SIXTH STREET CITY: ROCKFORD STATE: IL ZIP: 61125 FORMER COMPANY: FORMER CONFORMED NAME: CLARK J L MANUFACTURING CO /DE/ DATE OF NAME CHANGE: 19871001 8-K 1 FORM 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): February 28, 1997 CLARCOR INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-11024 36-0922490 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 2323 Sixth Street, P.O. Box 7007, Rockford, Illinois 61125 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (815) 962-8867 N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) ================================================================================ 2 Item 2. Acquisition or Disposition of Assets. On February 28, 1997, United Air Specialists, Inc., an Ohio corporation ("UAS"), became a wholly-owned subsidiary of CLARCOR Inc., a Delaware corporation ("CLARCOR"), upon consummation of the merger (the "Merger") contemplated by the Agreement and Plan of Merger dated as of September 23, 1996 (the "Merger Agreement") among CLARCOR, CUAC Inc., a wholly-owned subsidiary of CLARCOR and UAS. Pursuant to the Merger Agreement, each share of common stock, without par value, of UAS ("UAS Common Stock") outstanding immediately prior to the Effective Time (as defined in the Merger Agreement) of the Merger (other than shares owned directly or indirectly by CLARCOR or UAS, which shares were cancelled) was converted into .3702116 of a share of common stock, par value $1, of CLARCOR ("CLARCOR Common Stock"), including the corresponding percentage of a right to purchase shares of Series B Junior Participating Preferred Stock of CLARCOR. Each holder of a certificate representing UAS Common Stock immediately prior to the Effective Time no longer has any rights with respect thereto, except the right to receive, upon surrender for exchange to the Exchange Agent (as defined in the Merger Agreement) of all such certificates held by such holder: (i) a certificate representing the number of whole shares of CLARCOR Common Stock into which his, her or its shares of UAS Common Stock have been converted, (ii) certain dividends and other distributions previously withheld in accordance with Section 1.7 of the Merger Agreement pending the exchange of stock certificate(s) and (iii) cash in lieu of any fractional share of CLARCOR Common Stock in accordance with Section 1.8 of the Merger Agreement. Cash distributions will not bear interest. A copy of the Press Release issued by CLARCOR on February 28, 1997 with respect to the Merger is attached hereto as Exhibit 20 and is incorporated herein by reference. The other information required by this item has been previously reported by CLARCOR and is included in the Proxy Statement/Prospectus (the "Proxy Statement/Prospectus") which constitutes a part of its Registration Statement on Form S-4 (Registration No. 333-19735). -2- 3 Item 7. Financial Statements and Exhibits. (a) Financial statements of businesses acquired: Pursuant to Rule 3-05(b)(2)(i) of Regulation S-X, no financial statements of UAS are required to be filed herewith. (b) Pro forma financial information: INTRODUCTION Except for the unaudited pro forma combined financial information set forth below (the "Unaudited Pro Forma Combined Financial Statements"), all pro forma financial information required by this item has been previously reported by CLARCOR and is included in the Proxy Statement/Prospectus. The Unaudited Pro Forma Combined Financial Statements have been presented to reflect the estimated impact on the historical Consolidated Financial Statements of CLARCOR of the Merger and the issuance of approximately 1,209,302 shares of CLARCOR Common Stock constituting the Share Issuance (as defined in the Proxy Statement/Prospectus). The Merger will be accounted for as a pooling of interests. The Unaudited Pro Forma Combined Statement of Income for the year ended November 30, 1996 assumes that the Merger had been consummated at the beginning of the earliest period presented. The Unaudited Pro Forma Combined Balance Sheet as of November 30, 1996 assumes that the Merger had been consummated on November 30, 1996. CLARCOR will take a one-time pre-tax charge covering the costs of the Merger for integrating the combined operations and for other unusual and nonrecurring items in the quarter in which the Merger is consummated. Such pre-tax charge, which is currently estimated to be approximately $3.0 million, will include: (i) the costs of integrating the businesses of the two companies; (ii) the direct costs of the Merger, including the fees of financial advisors, legal counsel and independent auditors; (iii) the non-compete payments; and (iv) other unusual and nonrecurring items. The after-tax cost of such charge is currently estimated to be approximately $1.8 million and such amount has been charged to Shareholders' Equity in the Pro Forma Combined Balance Sheet as of November 30, 1996. The estimated charge and the nature of the costs included therein are subject to change as CLARCOR's integration plan is developed and more accurate estimates become possible. Moreover, the after-tax cost of such estimated charge is likely to change depending upon the magnitude of the pre-tax charge, the nature of the costs included therein, the tax laws of -3- 4 the particular states and countries applicable to the entities incurring such costs and the tax-paying status of such entities. The Unaudited Pro Forma Financial Statements give effect only to the reclassifications and adjustments set forth in the accompanying Notes to Unaudited Pro Forma Combined Financial Statements and do not reflect any cost savings and other synergies anticipated by CLARCOR's management as a result of the Merger. The Unaudited Pro Forma Financial Statements are not necessarily indicative of the results of operations or the financial position which would have occurred had the Merger been consummated at the beginning of the earliest period presented, nor is it necessarily indicative of CLARCOR's future results of operations or financial position. The Unaudited Pro Forma Financial Statements should be read in conjunction with the historical Consolidated Financial Statements of CLARCOR and UAS incorporated by reference or appearing elsewhere in the Proxy Statement/Prospectus. -4- 5 UNITED PRO FORMA COMBINED BALANCE SHEET AS OF NOVEMBER 30, 1996 (DOLLARS IN THOUSANDS)
HISTORICAL PRO FORMA (NOTE 1) ----------------------------- -------------------------- CLARCOR UAS ------------ ------------ AS OF AS OF NOV. 30, 1996 SEP. 30, 1996 ADJUSTMENTS COMBINED ------------- ------------- ------------ ----------- ASSETS ------ Current assets: Cash and short-term cash investments ..................... $ 17,372 $ 1,193 $ 18,565 Accounts receivable, net ................................. 52,509 6,163 58,672 Inventories .............................................. 49,773 7,015 56,788 Prepaid expenses ......................................... 1,476 523 1,999 Other .................................................... 3,249 633 3,882 ------------- ----------- ------------- ----------- Total current assets................................ 124,379 15,527 - 139,906 Plant assets, net .......................................... 78,586 5,888 84,474 Marketable equity securities, at fair value ................ 3,292 - 3,292 Excess of cost over fair value of assets acquired, less accumulated amortization ............................ 15,120 392 15,512 Pension assets ............................................. 12,453 - 12,453 Other noncurrent assets .................................... 10,134 184 10,318 ------------- ----------- ------------- ----------- $ 243,964 $ 21,991 $ - $ 265,955 ============= =========== ============= =========== LIABILITIES ----------- Current liabilities: Current portion of long-term debt......................... $ 6,928 $ 691 7,619 Accounts payable ......................................... 18,509 1,998 3,000 23,507 Income taxes ............................................. 3,252 643 (1,200) 2,695 Accrued and other liabilities ............................ 16,467 2,206 18,673 ------------- ----------- ------------- ----------- Total current liabilities .......................... 45,156 5,538 1,800 52,494 Long-term debt, less current portion ....................... 35,522 7,857 43,379 Long-term pension liabilities............................... 6,607 -- 6,607 Other long-term liabilities ................................ 9,712 270 9,982 Minority interests.......................................... 908 -- 908 SHAREHOLDERS' EQUITY -------------------- Capital stock............................................... 14,875 963 15,838 Retained earnings .......................................... 130,657 7,424 (1,800)(a) 136,281 Other shareholders' equity ................................. 527 (61) 466 ------------- ----------- ------------- ----------- Total shareholders' equity.......................... 146,059 8,326 (1,800) 152,585 ------------- ----------- ------------- ----------- Total liabilities and shareholders' equity ......... $ 243,964 $ 21,991 $ -- $ 265,955 ============= =========== ============= ===========
(1) Reflects the financial position of CLARCOR on a pro forma basis assuming the merger had been consummated on November 30, 1996. See Notes to Unaudited Pro Forma Combined Financial Statements. 6 UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME FOR THE YEAR ENDED NOVEMBER 30, 1996 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
HISTORICAL PRO FORMA (NOTE 1) ----------------------------- -------------------------- CLARCOR UAS ------------ ------------ YEAR ENDED YEAR ENDED NOV. 30, 1996 SEP. 30, 1996 ADJUSTMENTS COMBINED ------------- ------------- ------------ ----------- INCOME STATEMENT DATA: NET SALES................................................ $ 333,388 $ 40,660 $ $ 374,048 Cost of sales......................................... 239,119 26,586 265,705 ------------ ------------ ------------ ----------- Gross profit ......................................... 94,269 14,074 -- 108,343 Selling and administrative expenses................... 53,739 11,174 64,913 ------------ ------------ ------------ ----------- OPERATING PROFIT......................................... 40,530 2,900 -- 43,430 Interest expense...................................... (3,243) (604) (3,847) Interest and dividend income.......................... 1,130 -- 1,130 Gain on sale of marketable securities................. 1,675 -- 1,675 Other income (expense)................................ (73) (75) (148) ------------ ------------ ------------ ----------- EARNINGS BEFORE INCOME TAXES AND MINORITY INTERESTS............................................. 40,019 2,221 -- 42,240 Provision for income taxes............................ 14,896 695 15,591 ------------ ------------ ------------ ----------- EARNINGS BEFORE MINORITY INTERESTS....................... 25,123 1,526 -- 26,649 Minority interests in earnings of subsidiaries........ (145) -- (145) ------------ ------------ ------------ ----------- NET EARNINGS............................................. $ 24,978 $ 1,526 $ -- $ 26,504 ============ ============ ============ =========== Weighted Average Shares Outstanding...................... 14,859 1,209 16,068 ============ ============ =========== Net earnings per share................................... $ 1.68 $ 1.65 ============ ==========
(1) Reflects the results of operations of CLARCOR on a pro forma basis assuming the merger had been consummated at the beginning of the earliest period presented. See Notes to Unaudited Pro Forma Combined Financial Statements. 7 NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS NOTE 1. BASIS OF PRESENTATION The Unaudited Pro Forma Combined Statement of Income reflects CLARCOR's results of operations for the year ended November 30, 1996 on a pro forma basis assuming the Merger had been consummated at December 1, 1995. The Unaudited Pro Forma Combined Balance Sheet assumes that the Merger had been consummated on November 30, 1996. CLARCOR and UAS have fiscal year-ends of November 30 and June 30, respectively. In preparing the accompanying unaudited pro forma combined financial data, UAS's historical income statement was adjusted to a September 30 year-end date and UAS's September 30, 1996 balance sheet was used to more closely approximate CLARCOR's year-end. For ease of reference, the combined column in the Unaudited Pro Forma Financial Statements refers to the period-ended date of CLARCOR. CLARCOR's management believes that the assumptions used in preparing the Unaudited Pro Forma Combined Financial Statements provide a reasonable basis for presenting all of the significant effects of the Merger, that the pro forma adjustments give appropriate effect to those assumptions and that the pro forma adjustments are properly applied in the Unaudited Pro Forma Combined Financial Statements. The pro forma results are not indicative of the results of operations had the merger actually taken place at the beginning of the year or of future results of the combined companies. NOTE 2. PRO FORMA ADJUSTMENTS (a) Accounts Payable, Income Taxes and Retained Earnings -- See the fourth paragraph under "Introduction" above for information relating to the components of the estimated one-time pre-tax charge of $3.0 million ($1.8 million after-tax). (b) Weighted Average Shares Outstanding -- Net Earnings Per Share of CLARCOR Common Stock is computed on the basis of the Weighted Average Shares Outstanding for each period. The Per Share Data is calculated assuming that the 1,209,302 shares of CLARCOR Common Stock constituting the Share Issuance were outstanding at the beginning of the earliest period presented. -7- 8 (c) Exhibits: 20 Press release issued by CLARCOR on February 28, 1997 with respect to the Merger. -8- 9 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 thereunto duly authorized. CLARCOR INC. Date: February 28, 1997 By: Lawrence E. Gloyd ----------------------- Lawrence E. Gloyd Chairman and Chief Executive officer -9- 10 EXHIBIT INDEX The following Exhibit is filed herewith: Exhibit 20 Press release issued by CLARCOR on February 28, 1997 with respect to the Merger. EX-20 2 PRESS RELEASE 1 FOR FURTHER INFORMATION CONTACT: Lawrence E. Gloyd Chairman of the Board and Chief Executive Officer Rockford, Illinois 815-962-8867 FOR IMMEDIATE RELEASE FRIDAY, FEBRUARY 28, 1997 CLARCOR ANNOUNCES COMPLETION OF ACQUISITION OF UNITED AIR SPECIALISTS ROCKFORD, IL, FEBRUARY 28, 1997 -- CLARCOR Inc. (NYSE: CLC) announced today the completion of its acquisition of UNITED AIR SPECIALISTS, INC. (FORMERLY NASDAQ: UASI), a manufacturer of environmental and industrial air filtration products based in Cincinnati, Ohio. Larry Gloyd, CLARCOR's Chairman and Chief Executive Officer, said, "The acquisition of United Air Specialists (UAS) provides us with the opportunity to expand significantly our environmental / industrial air filtration operations, CLARCOR's fastest growing segment. UAS manufactures commercial and industrial air cleaners, including dust collectors. Our Airguard Industries subsidiary manufactures air filter cartridges that are used in dust collectors and air cleaning devices. We now have, for the first time, the ability to provide customers a full product offering from an initial installation of a complete industrial air cleaning system to comprehensive aftermarket filter replacements and ongoing service and maintenance. "The combined engineering resources of both UAS and Airguard will enhance our abilities to expand our gas turbine filtration business for power transmission installations around the world. Airguard designs and manufactures gas turbine filtration systems and supplies air filters for those systems. Gas turbine filtration systems are very similar to large dust collector products such as those designed and built by UAS. "UAS' expertise in telemarketing will give our Baldwin operation as well as Airguard an additional ability to reach smaller customers located outside traditional sales territories. Building an effective telemarketing presence in-house would have been an expensive and lengthy process; UAS immediately gives us an experienced and trained workforce, as well as telemarketing hardware and software systems. 2 "UAS' operations in England and Germany will enable Airguard to reach customers throughout Europe. We are currently exploring the possibility of establishing an Airguard manufacturing facility in Europe to serve an expanded market for Airguard products through UAS' distribution network. CLARCOR's operations in China, Southeast Asia, Mexico and southern Africa present UAS with significantly new distribution and sales opportunities." CLARCOR expects the acquisition, which has been structured as a statutory merger using pooling-of-interests accounting treatment, will dilute earnings in fiscal 1997 by about $0.03 to $0.05 per share and will be accretive to earnings thereafter. In addition, a one-time charge to earnings to cover the costs of the merger of approximately $3 million before tax will be recorded in the first quarter 1997. CLARCOR issued approximately 1,209,302 shares of common stock in the acquisition, bringing total outstanding shares to approximately 16,120,000. CLARCOR is based in Rockford, Illinois, and is a diversified marketer and manufacturer of mobile and environmental filtration products and consumer products sold to domestic and international markets. Common shares of the Company are traded on the New York Stock Exchange under the symbol CLC. -----END PRIVACY-ENHANCED MESSAGE-----