-----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, Wea08/xYSFn40lRcxRPJbjl3oTk3Ndh4WMd80qazZbDBbZyNflmERRbFBxNIx+z2 uGWKs1s26MBaCIpu6eklIQ== 0000026093-95-000015.txt : 19950517 0000026093-95-000015.hdr.sgml : 19950516 ACCESSION NUMBER: 0000026093-95-000015 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940510 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950512 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CULBRO CORP CENTRAL INDEX KEY: 0000026093 STANDARD INDUSTRIAL CLASSIFICATION: TOBACCO PRODUCTS [2100] IRS NUMBER: 130762310 STATE OF INCORPORATION: NY FISCAL YEAR END: 1128 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-01210 FILM NUMBER: 95537440 BUSINESS ADDRESS: STREET 1: 387 PARK AVE S CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2125618700 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL CIGAR CO INC DATE OF NAME CHANGE: 19760726 8-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8K/A AMENDMENT TO APPLICATION OR REPORT Filed pursuant to Section 12, 13, 04 15(d) of THE SECURITIES EXCHANGE ACT OF 1934 CULBRO CORPORATION (Exact name of registrant as specified in charter) AMENDMENT NO. 2 The undersigned registrant hereby amends Culbro Corporation's Form 8-K dated May 10, 1994 and Form 8K/A dated July 11, 1994 to revise the pro forma financial information required by Item 7(b) of the Form 8-K, in connection with the acquisition of the Southern Divisions of NCC L.P. by The Eli Witt Company, a subsidiary of Culbro Corporation, and related transactions. The revised pro forma information contained herein principally reflects the inclusion of a previously deferred gain on the sale of a portion of Culbro Corporation's common shares of Eli Witt. (1) Financial statements required by Item 7(b) - - Unaudited pro forma statements of operations of Culbro Corporation for the fiscal year ended November 27, 1993 and the quarter ended February 26, 1994 assuming that the Southern Divisions of NCC L.P. had been acquired by Culbro Corporation's subsidiary, The Eli Witt Company, as of the beginning of the respective periods; - - Unaudited pro forma balance sheet of Culbro Corporation as of February 26, 1994 assuming that the Southern Divisions of NCC L.P. had been acquired by Culbro Corporation's subsidiary, The Eli Witt Company, as of the balance sheet date. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. Culbro Corporation (Registrant) By:(Jay M. Green) Jay M. Green Executive Vice President Date: May 11, 1995 CULBRO CORPORATION FORM 8K/A AMENDMENT NO. 2 INDEX - Introduction. . . . . . . . . . . . . . . . . . .3-4 - Statement of operations for the year ended November 27, 1993. . . . . . . . . . . . . . . . . .5 - Statement of operations for the quarter ended February 26, 1994 . . . . . . . . . . . . . . . . . .6 - Balance sheet as of February 26, 1994 . . . . . . . .7 - Notes to unaudited pro forma combined financial information . . . . . . . . . . . . . . . . . . .. . .8 CULBRO CORPORATION UNAUDITED PRO FORMA FINANCIAL INFORMATION INTRODUCTION On April 25, 1994 The Eli Witt Company ("Eli Witt"), a subsidiary of Culbro Corporation (the "Corporation"), acquired the net assets of the six Southern distribution facilities of NCC L.P. ("NCC"), a limited partnership engaged in the wholesale distribution business. The six facilities, designated as NCC South, comprised a portion of the overall distribution business conducted by NCC through nine warehouses in total. Prior to this acquisition, the Corporation owned 85% of the outstanding common stock of Eli Witt and the former shareholders of Certified Grocers of Florida, Inc. ("Certified Grocers") held 15%, which they received in connection with Eli Witt's acquisition of Certified Grocers in 1993. In connection with its acquisition of NCC South, Eli Witt issued to NCC 595,000 shares of common stock, representing approximately 23% of its outstanding common stock after the acquisition. In a transaction executed simultaneously with Eli Witt's acquisition of NCC South, the Corporation sold 400,000 shares of its Eli Witt common stock to MS Distribution, Inc. ("MSD"), a former limited partner of NCC and an affiliate of the Morgan Stanley Leveraged Equity Fund II L.P., and issued a $15 million subordinated note to MSD. The subordinated note does not require interest or principal payments until maturity. In return, the Corporation received proceeds of $12 million and the right to exchange in 1998, at the Corporation's option, the subordinated note for the $15 million face value Eli Witt Series B preferred stock held by the Corporation. The payment terms and exchangeability feature were structured primarily to maximize the Corporation's after-tax cash flow from this transaction. The $12 million proceeds received from MSD was allocated to the subordinated note ($11.3 million) and to the Eli Witt common stock sold ($0.7 million) based on their estimated fair values as of April 25, 1994. As a result of the transactions described above, MSD owns shares totaling approximately 38% of the outstanding common stock of Eli Witt. The Corporation retained a 50.1% ownership in the outstanding common stock of Eli Witt, and the former shareholders of Certified Grocers now hold approximately 12% of the outstanding common stock of Eli Witt. In connection with these transactions, the Corporation entered into a Shareholders Agreement with MSD. This Agreement contains certain governance provisions which require the prior approval of MSD for all major transactions by Eli Witt, including (but not limited to), incurrence of debt, acquisitions, material contracts, the sale of assets, issuance and repurchase of stock, changes in Eli Witt's charter and by-laws, and capital expenditures. Due to the shareholder rights granted to MSD, the Corporation no longer has unilateral control over Eli Witt. Therefore, the Corporation deconsolidated Eli Witt as of April 25, 1994 and will account for its remaining investment in Eli Witt under the equity method. The unaudited historical statements of operations of the Southern divisions of NCC included in the pro forma presentation are for its fiscal year ended November 27, 1993 and its fiscal quarter ended February 26, 1994. The unaudited historical balance sheet of the Southern divisions of NCC included in the pro forma presentation is as of February 26, 1994. The following unaudited pro forma combined statements of operations of the Corporation assume that the transactions were completed at the beginning of the respective periods presented. The following unaudited pro forma combined balance sheet of the Corporation assumes the transactions had been completed as of the balance sheet date. Accordingly, the deconsolidation of Eli Witt is reflected in the following unaudited pro forma balance sheet and statements of operations. The following unaudited pro forma financial information may not necessarily reflect the Corporation's results of operations which would have been obtained if the acquisition had been completed at the beginning of the fiscal periods presented. The unaudited pro forma financial information should be read in conjunction with the Corporation's financial statements included under Item 7 of the Corporation's 1993 Form 10K. Culbro Corporation Unaudited Pro Forma Combined Statement of Operations Year Ended November 27, 1993 (dollars in thousands except per share data) Historical Pro Forma -------------------- ---------------------- Southern Divisions Culbro of NCC L.P. Adjustments Combined ---------- ------------- ------------ ---------- Net sales and other revenue $1,364,576 $635,514 $(1,832,860)(1) $167,230 Cost and expenses: Cost of goods sold 1,219,742 594,000 (1,706,265)(1) 107,477 Selling, general and administrative expenses 126,055 45,664 (120,711)(1) 51,008 --------- -------- ------------ ------- Operating profit (loss) 18,779 (4,150) (5,884) 8,745 Gain on sale of Eli Witt common stock - - 2,691 (2) 2,691 Other nonoperating income - - 2,349 (3) 2,349 Loss from equity investments, net 290 - - (1) 290 Fees on sales of accounts receivable 476 - - 476 Interest expense, net 14,411 3,256 (10,254)(1) 9,063 1,650 (4) -------- --------- ----------- ------- Income (loss) before income taxes 3,602 (7,406) 7,760 3,956 Income tax provision 1,877 - (297)(5) 1,580 --------- --------- ----------- ------- Income (loss) before cumulative effect of accounting change 1,725 (7,406) 8,057 2,376 Accretion of Series A preferred stock of Eli Witt (705) - 705 (1) - ---------- --------- --------- ------ Income available to common shareholders before cumulative effect of accounting change $ 1,020 $ (7,406) $ 8,762 $ 2,376 ========= ========== ========== ========= Income per common share before effect of accounting change $ 0.24 $ 0.55 ========= ======= Average common shares outstanding 4,308,000 4,308,000 =========== ==========
See accompanying notes to unaudited pro forma combined financial information. Culbro Corporation Unaudited Pro Forma Combined Statement of Operations Quarter Ended February 26, 1994 (dollars in thousands except per share data) Historical Pro Forma ----------------------- ----------------------- Southern Divisions Culbro of NCC L.P. Adjustments Combined ---------- ------------ ------------ ----------- Net sales and other revenue $ 317,811 $ 132,559 $ (417,010)(1) $33,360 Cost and expenses: Cost of goods sold 284,390 123,971 (388,011)(1) 20,350 Selling, general and administrative expenses 32,072 10,914 (30,533)(1) 12,453 ----------- ---------- ------------- -------- Operating profit (loss) 1,349 (2,326) 1,534 557 Gain on sale of Eli Witt common stock - - 2,691 (2) 2,691 Other nonoperating income - - 587 (3) 587 Income from equity investments, net 50 - - 50 Interest expense, net 3,356 695 (2,167)(1) 2,300 416 (4) --------- ---------- ------------ -------- Income (loss) before income tax provision (benefit) (1,957) (3,021) 6,563 1,585 Income tax provision (benefit) (1,155) - 2,027 (5) 872 ----------- ----------- ------------ ------- Net income (loss) (802) (3,021) 4,536 713 Accretion of Series A preferred stock of Eli Witt (247) - 247 (1) - ---------- ----------- ------------ -------- Net income (loss) available to common shareholders $ (1,049) $ (3,021) $ 4,783 $ 713 =========== =========== ============== ======== Net income (loss) per common share $ (0.24) $ 0.17 ============ ======== Average common shares outstanding 4,308,000 4,308,000 ============ ===========
See accompanying notes to unaudited pro forma combined financial information. Culbro Corporation Unaudited Pro Forma Combined Balance Sheet February 26, 1994 (dollars in thousands except per share data) Historical Pro Forma ---------------------------- ----------------------- Southern Divisions ASSETS Culbro of NCC L.P. Adjustments Combined ----------- -------------- ------------ --------- Current Assets Cash $ 5,244 $ 47 $ (4,606)(1) $ 685 Receivables, net 68,624 23,686 (74,491)(1) 17,819 Inventories 116,185 17,253 (59,766)(1) 73,672 Other current assets 6,077 2,543 (4,321)(1) 4,299 Total current assets 196,130 43,529 (143,184) 96,475 Property and equipment, net 113,137 6,467 (41,640)(1) 77,964 Real estate held for sale or lease, net 35,076 - - 35,076 Investment in Series B preferred stock of Eli Witt - - 11,328 (6) 11,328 Investment in real estate joint ventures 8,099 - - 8,099 Other assets 24,526 1,290 488 (1) 26,304 Intangible assets 21,248 - (1,779)(1) 19,469 --------- ----------- --------------- --------- Total assets $398,216 $ 51,286 $(174,787) $274,715 ========= ============ ============= ========== LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Accounts payable and accrued liabilities $ 61,865 $ 15,294 $ (55,601)(1) $ 21,558 Long-term debt due within one year 15,082 359 (5,511)(1) 9,930 Income taxes 75 - 1,076 (7) 1,151 -------- --------- ----------- --------- Total current liabilities 77,022 15,653 (60,036) 32,639 Long-term debt 166,963 26,115 (87,328)(1) 105,750 Deferred income taxes 4,075 - - 4,075 Other noncurrent liabilities 30,068 - (9,268)(1) 20,800 ---------- ---------- ------------ ---------- Total liabilities 278,128 41,768 (156,632) 163,264 =========== =========== ============= ========= Minority interest 10,252 - (10,252)(1) - Partners Equity - 9,518 (9,518)(1) - Shareholders' Equity Common stock 4,549 - - 4,549 Capital in excess of par value 13,296 - - 13,296 Retained earnings 97,296 - 1,615 (7) 98,911 ----------- ---------- ------------ --------- 115,141 1,615 116,756 Less - Common stock in Treasury (5,305) - - (5,305) ---------- ----------- ----------- --------- Total shareholders' equity 109,836 - 1,615 111,451 ---------- ----------- ---------- --------- Total liabilities, minority interest and Shareholders' /Partners equity $398,216 $ 51,286 $(174,787) $274,715 =========== ============ ========== ==========
See accompanying notes to unaudited pro forma combined financial information. Culbro Corporation Notes to Unaudited Combined Pro Forma Information (amounts in thousands, except per share data) (1) To reflect the deconsolidation of Eli Witt and to account for the Corporation's remaining 50.1% common stock ownership of Eli Witt under the equity method of accounting. As Eli Witt is in a common deficit position at the date of the transaction, the Corporation will not recognize any future profits or losses of Eli Witt until its common deficit is recouped. (2) To reflect a gain in the consolidated statement of operations for the Corporation's sale of 400,000 shares of Eli Witt common stock. The gain reflects proceeds of $672 and a reduction of the Corporation's negative basis in the Eli Witt shares sold. (3) Reflects accretion and accrued dividends on the Eli Witt Series B preferred stock held by the Corporation. The total amount of accretion and accrued dividends on the Series B preferred stock equal the amortization of the discount and interest expense on the subordinated note for each of the periods presented. (4) To reflect the change in the Corporation's interest expense for the interest accrued and amortization of the discount on the subordinated note, and a reduction of interest on the Corporation's Credit Agreement and Senior Notes, reflecting the reduction of these facilities from the $12 million proceeds obtained from the issuance of the subordinated note and sale of Eli Witt common stock. (5) To reflect a revised income tax provision. (6) To reflect the Corporation's investment in the Series B preferred stock of Eli Witt held by the Corporation. The Series B preferred stock at the date of the transaction equals the value of the subordinated note to MSD. (7) To reflect the effect, on the Corporation's balance sheet, for the gain (net of tax) of $2,691 on the Corporation's sale of 400,000 shares of Eli Witt common stock. -----END PRIVACY-ENHANCED MESSAGE-----