-----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, QpXmObnKP7FJsoZTV6il2mUxdaJxy7nKaUWoEDbfzKnTj/2648tG5g6TKfbHmwZI cOV7bs+s+3YcwIRW+le4FQ== 0000025445-99-000013.txt : 19991022 0000025445-99-000013.hdr.sgml : 19991022 ACCESSION NUMBER: 0000025445-99-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991019 ITEM INFORMATION: FILED AS OF DATE: 19991021 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CRANE CO /DE/ CENTRAL INDEX KEY: 0000025445 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-LUMBER, PLYWOOD, MILLWORK & WOOD PANELS [5031] IRS NUMBER: 131952290 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-01657 FILM NUMBER: 99731638 BUSINESS ADDRESS: STREET 1: 100 FIRST STAMFORD PLACE CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 2033637300 MAIL ADDRESS: STREET 1: 100 FURST STAMFORD PLACE CITY: STAMFORD STATE: CT ZIP: 06902 8-K 1 OTHER EVENTS 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) October 19, 1999 CRANE CO. (Exact name of registrant as specified in its charter) Delaware 1-1697 13-1952290 (State or Other Jurisdiction (Commission File (IRS Employer) of Incorporation) Number) Identification) 100 First Stamford Place, Stamford, CT 06902 (Address of Principal Executive Office) (Zip Code) Registrant's Telephone Number, Including Area Code 203-363-7300 Item 5. Other Events Crane Co. has previously announced its intention, subject to receipt of a tax-free ruling from the Internal Revenue Service, to distribute to its shareholders all of the outstanding common stock of its Huttig Building Products ("Huttig") subsidiary in a tax-free spin-off. On October 19, 1999 Crane Co. entered into a Share Exchange Agreement with The Rugby Group PLC pursuant to which, immediately after the spin-off of Huttig to Crane Co. shareholders, Huttig would acquire all of the outstanding common stock of Rugby USA, Inc. ("Rugby USA"), the U.S. building products business of Rugby PLC, in exchange for 32% of the common stock of Huttig. Crane Co. shareholders would hold 68% of the Huttig common stock immediately after the acquisition of Rugby USA. It is expected that the spin-off and the acquisition will be completed prior to the end of the year. A revised Form 10 explaining the spin-off and the acquisition will be filed by Huttig with the Securities and Exchange Commission within a week. Concurrent with the transaction it is anticipated that Huttig will issue long-term debt, the proceeds of which will repay indebtedness to Crane Co. and Rugby PLC. This amount is expected by the parties to be in the range of $100 million and will be paid to Crane Co. and Rugby in the same 68% / 32% ratio as the equity ownership. Crane Co. will reduce debt upon receipt of the cash payment from Huttig. As a result of the spin-off and Crane Co. exiting the building products wholesale distribution business, Crane Co. will report the results of Huttig as a discontinued operation. The pro forma effects of the spin-off as of June 30, 1999 and for the fiscal year ended December 31, 1998 and the six months ended June 30, 1999 are set forth in the accompanying pro forma financial statements. Item 7. Financial Statements and Exhibits (b) Pro Forma Financial Information. Unaudited pro forma consolidated balance sheet of the Registrant as of June 30, 1999 and consolidated statements of income for the six-month period ended June 30, 1999 and for the year ended December 31, 1998. Pursuant to the requirements of the Securities and Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Crane Co. David S. Smith By: /s/ David S. Smith Vice President - Finance and Chief Financial Officer CRANE CO. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION The following unaudited pro forma condensed consolidated financial information of the Registrant is based on the historical consolidated financial statements of the Registrant and has been prepared to illustrate the effects of the Huttig spin-off as though it had occurred as of the beginning of the periods presented for the pro forma condensed consolidated statements of income and as if it had occurred on June 30, 1999 for the pro forma condensed consolidated balance sheet. The pro forma adjustments described in the notes to the pro forma financial information include, in the opinion of management, all adjustments necessary to give pro forma effect to the spin-off as though such transaction had occurred as of the beginning of the period presented for the pro forma condensed consolidated statements of income and as if it had occurred on June 30, 1999 for the pro forma condensed consolidated balance sheet. The unaudited pro forma condensed consolidated financial information is not necessarily indicative of how the Registrant's balance sheet and results of operations would have been presented had the spin-off actually been consummated at the assumed date, nor is it necessarily indicative of the Registrant's balance sheet and results of operations for any future period. Additionally, there can be no assurance that the spin-off will be effected. The unaudited pro forma condensed consolidated financial information should be read in conjunction with the historical consolidated financial statements and related notes thereto included in the Registrant's Annual Report on Form 10-K for the year ended December 31, 1998 and the Registrant's Quarterly Report on Form 10-Q for the six months ended June 30, 1999 and the Form 10 of Huttig Building Products, Inc. filed on September 21, 1999. The pro forma adjustments are based upon available information. These adjustments are directly attributable to the spin-off and are expected to have a continuing impact on the Registrants business, results of operations and financial position. Crane Co. and Subsidiaries Unaudited Pro Forma Condensed Consolidated Balance Sheet As of June 30, 1999 (In Thousands)
Historical (1) Pro Forma Crane Co. Huttig Adjustment (2) Pro Forma (1) Assets Current Assets Cash and Cash Equivalents $ 7,548 $ 220 $ 7,328 Accounts Receivable 324,042 80,857 243,185 Inventories 323,390 49,288 274,102 Other Current Assets 45,487 4,676 40,811 ------- ------- ------- Total Current Assets 700,467 135,041 565,426 Property, Plant and Equipment-net 298,043 37,821 260,222 Other Assets 78,946 3,310 75,636 Cost in Excess of Net Assets Acquired 353,413 40,151 313,262 ---------- ------- ---------- Total Assets $1,430,869 $216,323 $1,214,546 ========== ======== ========== Liabilities and Shareholders Equity Current Liabilities Accounts and Notes Payable $ 183,647 $ 66,759 $16,945 $ 133,833 Other Current Liabilities 152,329 16,578 135,751 ------- ------ ------ ------- Total Current Liabilities 335,976 83,337 16,945 269,584 Long-Term Debt 318,785 93,435 24,182 249,532 Other Liabilities 91,403 7,377 84,026 Shareholders Equity Common Stock, Capital Surplus and Retained Earnings 803,504 32,174 (41,127) 730,203 Accumulated Other Comprehensive Income (Loss) (22,237) (22,237) Common Stock Held in Treasury (96,562) (96,562) ------- ------ -------- ------- Total Shareholders Equity 684,705 32,174 (41,127) 611,404 ---------- -------- -------- ---------- Total Liabilities and Shareholders Equity $1,430,869 $216,323 $ - $1,214,546 ========== ======== ======== ========== See Notes to Unaudited Pro Forma Condensed Consolidated Financial Information
Crane Co. and Subsidiaries Unaudited Pro Forma Condensed Consolidated Statement of Income For The Six Months Ended June 30, 1999 (In Thousands, Except Per Share Amounts)
Historical (1) Pro Forma Crane Co. Huttig Adjustments Pro Forma (1) Net Sales $1,186,069 $380,754 $805,315 Operating Costs and Expenses: Cost of sales 856,943 330,323 526,620 Selling, general and administrative 172,643 35,362 137,281 Depreciation and amortization 34,292 3,272 31,020 --------- ------- ------- 1,063,878 368,957 694,921 Operating Profit 122,191 11,797 110,394 Other Income (Expense) (9,049) (4,508) $(2,088) (3) (6,629) -------- ------- ------- -------- Income Before Taxes 113,142 7,289 (2,088) 103,765 Provision for Income Taxes 40,165 2,769 (793) (4) 36,603 ---------- -------- -------- -------- Net Income $ 72,977 $ 4,520 $(1,295) $ 67,162 ========== ======== ======== ======== Net Income Per Share: Basic $1.07 $.99 Diluted 1.06 .98 Average Basic Shares Outstanding 68,090 68,090 Average Diluted Shares Outstanding 68,702 68,702 Dividends Per Share $.20 $.20 See Notes to Unaudited Pro Forma Condensed Consolidated Financial Information
Crane Co. and Subsidiaries Unaudited Pro Forma Condensed Consolidated Statement of Income For The Year Ended December 31, 1998 (In Thousands, Except Per Share Amounts)
Historical (1) Pro Forma Crane Co. Huttig Adjustments Pro Forma (1) Net Sales $2,268,505 $707,450 $1,561,055 Operating Costs and Expenses Cost of sales 1,624,667 606,993 1,017,674 Selling, general and administrative 343,448 67,900 275,548 Depreciation and amortization 61,458 5,586 55,872 --------- ------- --------- 2,029,573 680,479 1,349,094 Operating Profit 238,932 26,971 211,961 Other Income (Expense) (24,291) (5,120) $(3,303) (3) (22,474) -------- ------- -------- -------- Income Before Taxes 214,641 21,851 (3,303) 189,487 Provision for Income Taxes 76,203 8,255 (1,248) (4) 66,700 ---------- -------- -------- ---------- Net Income $ 138,438 $ 13,596 $(2,055) $ 122,787 ========== ======== ======== ========== Net Income Per Share: Basic $2.02 $1.79 Diluted 2.00 1.77 Average Basic Shares Outstanding 68,555 68,555 Average Diluted Shares Outstanding 69,368 69,368 Dividends Per Share $.37 $.37 See Notes to Unaudited Pro Forma Condensed Consolidated Financial Information
Crane Co. Notes to Unaudited Pro Forma Condensed Consolidated Financial Information (1) These columns reflect the historical results of operations and financial position of the respective companies. The pro forma column reflects the spin-off of Huttig and the pro forma adjustments set forth below. (2) The following adjustment reflects the impact of the elimination of intercompany amounts included in the Huttig column, the payment of $68.0 million by Huttig to Crane Co. and the concurrent reduction of debt by Crane Co., and the recording of the dividend to effect the spin-off on the June 30, 1999 Crane Co. consolidated balance sheet captions "Accounts and Notes Payable", "Long-Term Debt", and "Shareholders Equity": Accounts and Notes Payable Huttig historical $66,759 Pro Forma Adjustment-Intercompany payables eliminated in consolidation (16,945) ------- Effect of Huttig spin-off $49,814 ======= Long-Term Debt Huttig historical $93,435 ------- Intercompany debt eliminated in consolidation (92,182) Repayment of intercompany debt and reduction of Crane Co. debt 68,000 -------- Pro Forma Adjustment (24,182) ------- Effect of Huttig spin-off $69,253 ======= Shareholders Equity Huttig historical $32,174 ------- Huttig shareholders equity eliminated in consolidation (32,174) ------- Dividend Huttig net assets 141,301 Cash payment received from Huttig (68,000) ------- Subtotal 73,301 ------ Pro Forma Adjustment 41,127 ------- Effect of Huttig spin-off $73,301 ======= (3) The following adjustment reflects the impact of the elimination of intercompany amounts included in the Huttig column and the payment of $68.0 million by Huttig to Crane Co. and the concurrent reduction of debt by Crane Co. on the Crane Co. consolidated statement of income caption "Other income/(expense)" for the six months ended June 30, 1999 and the year ended December 31, 1998. Six Months Ended June 30, 1999 Huttig historical $4,508 ------ Intercompany interest expense eliminated in consolidation (3,788) Reduction of interest expense on $68.0 million of debt assuming 5% interest rate 1,700 ------ Pro Forma Adjustment (2,088) ------ Effect of Huttig spin-off $2,420 ====== Year Ended December 31, 1998 Huttig historical $5,120 ------ Intercompany interest expense eliminated in consolidation (6,703) Reduction of interest expense on $68.0 million of debt assuming 5% interest rate 3,400 ----- Pro Forma Adjustment (3,303) ------ Effect of Huttig spin-off $1,817 ====== (4) Reflects the income tax effect of the pro forma adjustments. -----END PRIVACY-ENHANCED MESSAGE-----