-----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, WkXg7xwwTMK0yzmenMqSU2+ngvkFaqokXsfBC6t5bcQRUo/62BQQTcqDMlmvp5DJ 4dpo5LBbX+YYAB/r81r+RQ== 0000950137-97-002353.txt : 19970708 0000950137-97-002353.hdr.sgml : 19970708 ACCESSION NUMBER: 0000950137-97-002353 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970707 ITEM INFORMATION: Other events FILED AS OF DATE: 19970707 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-11024 FILM NUMBER: 97636686 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/A 1 AMENDMENT TO FORM 8-K 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): July 7, 1997 CLARCOR Inc. ------------------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE 1-11024 36-0922490 - -------------------------------------------------------------------------------- (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) 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 ------------- No Change - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report.) 2 ITEM 5. OTHER EVENTS. On June 2, 1997, the Company filed a Form 8-K that included an Exhibit A thereto. This amendment on Form 8-K/A to such Form 8-K is filed to correct such Exhibit A and the attached Exhibit A-1 replaces, in its entirety, such Exhibit A. Quarterly Income Statement Data: On February 28, 1997, CLARCOR Inc. (the "Company") completed its acquisition of United Air Specialists, Inc. (UAS), a manufacturer of air quality equipment based in Cincinnati, Ohio. The Company issued 1,081,741 shares of its common stock in exchange for all the shares of UAS stock. Additional shares of its common stock (approximately 127,590 shares) will be issued upon exercise of UAS options. The transaction has been structured as a statutory merger accounted for as a pooling of interests. As a result of the acquisition, UAS became a subsidiary of the Company. Under the requirements of the pooling of interests accounting treatment, the consolidated financial statements of the Company and its subsidiaries have been restated (except for cash dividends declared per share, which represent the historical dividends declared by the Company) to include the results of UAS' operations as part of the Company's Industrial/Environmental Filtration segment. UAS' fiscal year-end has been changed to the Saturday closest to November 30, and, as a result, the Company's restated consolidated financial statements for fiscal 1996 include UAS for identical periods. The Company has reclassified certain costs incurred by UAS in the prior periods to conform with the presentation of such data by the Company. The attached Exhibit A-1 presents certain unaudited, restated quarterly income statement data for the year ended November 30, 1996, and the segment data for 1996, along with comparative data for the first quarter of 1997. No intercompany transactions existed between the two companies during the periods presented. Intersegment sales were not material. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the results of operations have been made. Exhibit A-1 does not include all disclosures required by generally accepted accounting principles. The financial data presented are not necessarily indicative of future results of the combined companies. 3 EXHIBIT 99.A(1) EXHIBIT A-1. CLARCOR INC. QUARTERLY INCOME STATEMENT DATA AS RESTATED FOR THE YEAR ENDED NOVEMBER 30, 1996 AND AS REPORTED FOR THE QUARTER ENDED MARCH 1, 1997
1996 1997 ----------------------------------------------------------------------------------- --------- FIRST SECOND THIRD FOURTH FIRST QUARTER QUARTER QUARTER QUARTER FISCAL QUARTER ENDED ENDED ENDED ENDED YEAR ENDED MARCH 2 JUNE 1 AUGUST 31 NOVEMBER 30 TOTAL MARCH 1 ----------------------------------------------------------------------------------- --------- Net sales $81,014 $91,540 $99,134 $100,694 $372,382 $86,958 Gross profit 23,101 27,387 28,544 29,753 108,785 24,508 Operating profit (includes merger related expenses in first quarter 1997) 6,934 10,762 11,587 13,313 42,596 4,370 Net earnings 3,752 6,277 6,943 8,973 25,945 3,017 Net earnings per common share $ 0.24 $ 0.39 $ 0.44 $ 0.56 $ 1.63 $ 0.19 NET SALES BY SEGMENT: Engine/Mobile Filtration $43,332 $50,750 $49,213 $51,928 $195,223 $46,353 Industrial/Environmental Filtration 23,832 25,234 27,444 26,878 103,388 26,201 Consumer Products 13,850 15,556 22,477 21,888 73,771 14,404 ---------------------------------------------------------------------------------- ------- $81,014 $91,540 $99,134 $100,694 $372,382 $86,958 ================================================================================== ======= OPERATING PROFIT BY SEGMENT: Engine/Mobile Filtration $ 6,281 $ 8,075 $ 7,767 $ 9,046 $ 31,169 $ 6,282 Industrial/Environmental Filtration (126) 1,375 1,338 1,459 4,046 214 Consumer Products 779 1,312 2,482 2,808 7,381 846 ---------------------------------------------------------------------------------- ------- $ 6,934 $10,762 $11,587 $ 13,313 $ 42,596 $ 7,342 Merger related expenses - - - - - (2,972) ---------------------------------------------------------------------------------- -------- $ 6,934 $10,762 $11,587 $ 13,313 $ 42,596 $ 4,370 ================================================================================== =======
4 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. (Registrant) July 7,1997 By /s/ Bruce A. Klein - -------------------- ------------------------------------- (Date) Bruce A. Klein, Vice President - Finance and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----