-----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, V1Wt60c/15zTNuuCKNGAWJKdeWZr+q8LTIv53dgyN9TbIefcOZS5S2EbQ71Q0hCB wTskBRbeLa30aUf1PP8OJw== 0000950129-96-002411.txt : 19961008 0000950129-96-002411.hdr.sgml : 19961008 ACCESSION NUMBER: 0000950129-96-002411 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951212 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961007 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DANIEL INDUSTRIES INC CENTRAL INDEX KEY: 0000026821 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 741547355 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-06098 FILM NUMBER: 96640169 BUSINESS ADDRESS: STREET 1: 9753 PINE LAKE DR CITY: HOUSTON STATE: TX ZIP: 77055 BUSINESS PHONE: 7134676000 MAIL ADDRESS: STREET 1: 9753 PINE LAKE DRIVE CITY: HOUSTON STATE: TX ZIP: 77055 8-K/A 1 DANIEL INDUSTRIES, INC. - AMENDMENT 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K/A AMENDING THE CURRENT REPORT ON FORM 8-K FILED DECEMBER 12, 1995 PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) December 12, 1995 ------------------------------ DANIEL INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-6098 74-1547355 - ----------------------------- -------------------------- ---------------------------- (State of other juris- (Commission (IRS Employer diction of incorporation) File Number) Identification (No.)
9753 Pine Lake Drive, Houston, Texas 77055 - ------------------------------------------- ------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (713) 467-6000 --------------------- 2 ITEM 2. DISPOSITION OF ASSETS In February 1995, Daniel Industries, Inc. ("Daniel") announced that its Board of Directors approved and adopted a restructuring plan to improve Daniel's overall profitability through a greater focus on high margin and market leading product lines, and cost reductions in overhead and direct expenses. As part of the restructuring plan, Daniel announced its intention to divest identified non-core product lines. On November 28, 1995, the net assets of the fastener subsidiary, Daniel Industrial, Inc., ("Industrial"), were sold to an investor group for $8,200,000 in cash and $9,948,000 in collaterized subordinated notes, discounted to $9,048,000. In the fourth quarter of fiscal 1995, Daniel recorded a pretax charge of $10,587,000 related to the divestitures of non-core assets, primarily the fastener business. ITEM 7. FINANCIAL STATEMENTS The accompanying unaudited Pro Forma Consolidated Statement of Operations for the year ended September 30, 1995, is based on historical financial statements, adjusted to give effect to the divestiture of the fastener business as if it had occurred on September 30, 1994. The unaudited Pro Forma Consolidated Statement of Operations for the nine months ended June 30, 1996 was not prepared due to immateriality of Industrial amounts. The unaudited pro forma financial information should be read in conjunction with the historical financial statements and related notes thereto. The unaudited pro forma financial information is not necessarily indicative of the results that would have been attained had the divestiture occurred in an earlier period. 3 DANIEL INDUSTRIES, INC. PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS YEAR ENDED SEPTEMBER 30, 1995 (IN THOUSANDS EXCEPT PER SHARE DATA) (UNAUDITED)
Daniel Industrial(1) Adjustments Pro Forma ------- ------------- ----------- ---------- Revenues $ 168,560 $(27,746) $140,814 --------- -------- -------- Costs and expenses: Cost of goods sold 109,588 (20,549) 89,039 Selling, general and administrative expense 51,171 (4,317) 46,854 Restructuring and other charges 12,330 12,330 Losses on divestitures 11,958 (9,528) 2,430 Interest expense 2,028 2,028 --------- -------- -------- 187,075 (34,394) 152,681 --------- -------- -------- Income (loss) before income tax expense (benefit) (18,515) 6,648 (11,867) Income tax expense (benefit) (2) (5,723) 2,021 (3,702) --------- -------- -------- Net income (loss) $(12,792) $ 4,627 $ (8,165) ======== ======== ========= Loss per common share (3) $ (1.06) $ (.68) ======== ========= Average number of shares outstanding 12,048 12,048 ======== =========
See accompanying notes to Pro Forma Consolidated Financial Statements 4 DANIEL INDUSTRIES, INC. NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (1) Reflects the divestiture of the net assets of the fastener business in November 1995. (See "Item 2. Disposition of Assets".) (2) The provision (benefit) for income taxes is based on the Company's historical effective tax rate for the year ended September 30, 1995. (3) Loss per common share is computed on the average number of shares outstanding. 5 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 hereunto duly authorized. DANIEL INDUSTRIES, INC. ------------------------------------------ Date October 7, 1996 By ----------------------------- ---------------------------------------- James M. Tidwell Vice President, Finance and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----