-----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, McSqK/CaudlBk1jp5/nF5wJY6lAeS4ep/tl2tB3dHprYv/NQ3REKr+j1/kmnKAHP KmXmtoIMdmNlGrcsnCPKoQ== 0000040542-97-000009.txt : 19970807 0000040542-97-000009.hdr.sgml : 19970807 ACCESSION NUMBER: 0000040542-97-000009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970722 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 19970806 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: DEVON GROUP INC CENTRAL INDEX KEY: 0000040542 STANDARD INDUSTRIAL CLASSIFICATION: SERVICE INDUSTRIES FOR THE PRINTING TRADE [2790] IRS NUMBER: 030212800 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14850 FILM NUMBER: 97652171 BUSINESS ADDRESS: STREET 1: 281 TRESSER BLVD STREET 2: STE 501 CITY: STAMFORD STATE: CT ZIP: 06901-3227 BUSINESS PHONE: 2039641444 MAIL ADDRESS: STREET 1: 281 TRESSER BLVD STREET 2: STE 501 CITY: STAMFORD STATE: CT ZIP: 06901-3227 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL EDUCATIONAL SERVICES CORP DATE OF NAME CHANGE: 19760810 8-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES ACT OF 1934 Date of Report: July 22, 1997 DEVON GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 2-14850 03-0212800 (State of Incorporation) (Commission File (I.R.S. Employer Number) Identification No.) 281 Tresser Boulevard, Suite 501, Stamford, Connecticut 06901 (Address of Principal Executive Offices) Registrant's telephone number, including area code (203) 964-1444 Item 2. Acquisition or Disposition of Assets On July 22, 1997, Devon Group, Inc. announced that it had reached agreement for the sale of the capital stock of its printing subsidiary, Graftek Press, Inc. ("Graftek"), to BGJ Enterprises, Inc., an affiliate of Brown Printing Company, for approximately $40,000,000 in cash (the "transaction"). The transaction should be completed after the applicable Hart-Scott-Rodino waiting period has expired and other customary conditions have been satisfied. It is currently estimated that the transaction will result in a gain (net of applicable income taxes) for financial statement purposes of approximately $6,700,000 and generate approximately $34,700,000 in after tax cash. Item 7. Financial Statement and Exhibits The following pro forma financial information required pursuant to Article 11 of Regulation S-X is filed as part of this report: Item Page Devon Group, Inc. Pro Forma Condensed Consolidated Financial Statements (Unaudited) Pro Forma Condensed Consolidated Balance Sheet as of March 31, 1997 4 Pro Forma Condensed Consolidated Statement of Income 5 for the Year Ended March 31, 1997 Notes to Pro Forma Condensed Consolidated Financial 6 Statements The unaudited pro forma condensed consolidated balance sheet as of March 31, 1997 and the unaudited pro forma condensed consolidated statement of income for the year ended March 31, 1997 give effect to the sale of Graftek Press, Inc. as if the transaction had occurred on April 1, 1996. The pro forma information is based on the historical financial statements of Devon Group, Inc. after giving effect to the transaction using the assumptions and adjustments in the accompanying notes to pro forma condensed consolidated financial statements. The pro forma financial statements have been prepared on the basis of the approximate $40,000,000 sales price. These pro forma financial statements may not be indicative of the results that actually would have occurred if the transaction had been in effect on the date indicated or which may be obtained in the future. The pro forma financial statements should be read in conjunction with the audited financial statements and notes of Devon Group, Inc. 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 thereunto duly authorized. DEVON GROUP, INC. Date: August 6, 1997 s/Bruce K. Koch Bruce K. Koch Executive Vice President Operations and Finance and Chief Financial Officer (Principal Financial Officer) s/Robert H. Donovan Robert H. Donovan Senior Vice President, Finance and Treasurer (Principal Accounting Officer) DEVON GROUP, INC. Pro Forma Condensed Consolidated Balance Sheet As of March 31, 1997 (unaudited) (in thousands, except share and per share data)
Pro Forma Historical Adjustments Pro Forma Assets (see note B) Current Assets: Cash and cash equivalents $ 29,443 $ 34,158(A) $ 63,601 Receivables, less allowance for doubtful accounts of $2,206 in historical and $1,821 in pro forma 44,837 (7,223) 37,614 Inventories 24,783 (1,579) 23,204 Deferred income tax benefits 3,743 (445) 3,298 Prepaid expenses and other current assets 7,305 (710) 6,595 Total current assets 110,111 24,201 134,312 Property, plant, and equipment, net 54,348 (27,090) 27,258 Deferred charges and other assets 1,882 - 1,882 Deferred income tax benefits - 1,073 1,073 Excess of cost over fair value of net assets acquired 6,519 (150) 6,369 $172,860 $ (1,966) $170,894 Liabilities and Stockholders' Equity Current Liabilities: Current installments of long-term debt $ 92 $ - $ 92 Accounts payable 9,054 (2,251) 6,803 Accrued expenses 9,992 (2,280) 7,712 Accrued compensation 9,815 - 9,815 Income taxes 1,533 - 1,533 Total current liabilities 30,486 (4,531) 25,955 Long-term debt, excluding current installments 1,916 - 1,916 Deferred and other compensation 5,005 - 5,005 Deferred income taxes 4,372 (4,372) - Stockholders' equity: Common Stock, $0.01 par value. Authorized 30,000,000 shares; issued 8,383,317 shares 84 - 84 Additional paid-in capital 35,658 - 35,658 Retained earnings 112,334 6,937 119,271 148,076 6,937 155,013 Less:1,099,500 shares of common stock held in treasury, at cost, at March 31, 1997 (16,995) - (16,995) Total stockholders' equity 131,081 6,937 138,018 $172,860 $ (1,966) $170,894 See accompanying notes to pro forma condensed consolidated financial statements.
DEVON GROUP, INC. Pro Forma Condensed Consolidated Statement of Income For the Year Ended March 31, 1997 (unaudited) (in thousands, except per share data)
Pro Forma Historical Adjustments Pro Forma (see note B) Sales $264,388 $(56,016) $208,372 Operating costs and expenses: Cost of sales 165,239 (45,300) 119,939 Selling, general, and administrative 66,465 (7,094) 59,371 Income from operations 32,684 (3,622) 29,062 Interest income, net 1,197 - 1,197 Other income, net 1,298 (413) 885 Income from continuing operations before income taxes 35,179 (4,035) 31,144 Provision for income taxes 13,851 (1,621) 12,230 Net income $ 21,328 $ (2,414) $ 18,914 Net income per common share $ 2.90 $ 2.57 Weighted average common shares outstanding 7,360 7,360 See accompanying notes to pro forma condensed consolidated financial statements.
DEVON GROUP, INC. Notes to Pro Forma Condensed Consolidated Financial Statements (Unaudited) (in thousands) A) The following pro forma adjustments reflect the change in cash resulting from the sale of Graftek: Net cash generated by transaction $34,700 Graftek's cash balance at March 31, 1997 (542) $34,158 B) These adjustments reflect the elimination of Graftek as of and for the year ended March 31, 1997. -----END PRIVACY-ENHANCED MESSAGE-----