-----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, jn3K/TXnE0c8RyjiD4H5+6/SOcx0WguqTOrhpZmJrU3Ag8BvxA8+mBsvJfXB5AWB RZ7TpxBZxJXvdvQHJ+JqFQ== 0000040834-94-000002.txt : 19940207 0000040834-94-000002.hdr.sgml : 19940207 ACCESSION NUMBER: 0000040834-94-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940204 ITEM INFORMATION: 5 FILED AS OF DATE: 19940204 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL SIGNAL CORP CENTRAL INDEX KEY: 0000040834 STANDARD INDUSTRIAL CLASSIFICATION: 3561 IRS NUMBER: 160445660 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 34 SEC FILE NUMBER: 001-00996 FILM NUMBER: 94504437 BUSINESS ADDRESS: STREET 1: ONE HIGH RIDGE PARK CITY: STAMFORD STATE: CT ZIP: 06904 BUSINESS PHONE: 2033578800 MAIL ADDRESS: STREET 1: P O BOX 10010 CITY: STAMFORD STATE: CT ZIP: 06904 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL RAILWAY SIGNAL CO DATE OF NAME CHANGE: 19710926 8-K 1 FORM 8-K FEBRUARY 4, 1994 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 GENERAL SIGNAL CORPORATION FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report February 4, 1994 (Date of earliest event reported) GENERAL SIGNAL CORPORATION (exact name of registrant as specified in its charter) NEW YORK (State or other jurisdiction of incorporation) 1-996 16-0445660 (Commission File Number) (IRS Employer Identification Number) P.O. Box 10010 HIGH RIDGE PARK, STAMFORD, CONNECTICUT 06904 (Address of principal executive offices) (Zip Code) (203) 357-8800 (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS The company announced its earnings for the quarter and year ended December 31, 1993 on February 3, 1994. Unaudited statements of earnings, sector highlights and balance sheet are attached. GENERAL SIGNAL CORPORATION CONSOLIDATED STATEMENT OF EARNINGS (Unaudited) (In thousands except per-share data) Three Months Ended December 31, 1993 1992 Net sales $ 393,769 $ 392,381 Cost of sales 285,094 (1) 276,760 Selling, general and administrative expenses 79,117 78,887 Transaction and consolidation charges 13,200 (2) -- Dispositions of business and restructuring: Prior dispositions 19,60 (3) -- Semiconductor (10,600)(1) 85,600 Total operating costs and expenses 386,411 441,247 Operating earnings (loss) 7,358 (48,866) Interest expense, net (2,862) (5,685) Earnings (loss) from continuing operations before income taxes 4,496 (54,551) Income taxes (362)(4) (17,410) Earnings (loss) before extraordinary charge 4,858 (37,141) Extraordinary charge, net of taxes -- (330) Net earnings (loss) $ 4,858 $ (37,471) Earnings (loss) per share of common stock: Continuing operations $ 0.10 $ (0.88) Extraordinary charge -- (0.01) Net earnings (loss) $ 0.10 $ (0.89) Average common shares outstanding 47,285 42,033 (1) During the fourth quarter of 1993, the company identified $10.6 million of excess reserves relating to the disposition of the semiconductor equipment operations (SEO) as a result of higher proceeds from the sale of units and lower severance costs. Also during the fourth quarter, $10.5 million was provided in cost of sales to reflect the results of our continuing review of world-wide assets to identify any permanent declines in their value as a result of manufacturing productivity improvements and refinements in the strategic direction of our business units. (2) Provided for transaction and consolidation charges related to the acquisition of Revco Scientific, Inc. Prior periods presented were restated for Revco, which was accounted for as a pooling of interests. (3) Provided primarily for valuation of assets and liabilities and other matters related to the company's previously divested operations. (4) During the fourth quarter of 1993, the audit of the company's consolidated federal income returns for the years 1989-90 was concluded. The company subsequently determined that certain tax reserves were no longer required and recognized the related benefit. GENERAL SIGNAL CORPORATION CONSOLIDATED STATEMENT OF EARNINGS (Unaudited) (In thousands except per-share data) Year Ended December 31, 1993 1992 Net sales $ 1,530,006 $ 1,674,205 Cost of sales 1,100,590 (1) 1,205,622 Selling, general and administrative expenses 308,370 339,818 Transaction and consolidation charges 13,200 (2) -- Dispositions of business and restructuring: Prior dispositions 19,600 (3) -- Semiconductor and restructuring (22,700)(1) 85,600 Total operating costs and expenses 1,419,060 1,631,040 Operating earnings 110,946 43,165 Interest expense, net (16,548) (24,379) Earnings from continuing operations before income taxes 94,398 18,786 Income taxes 27,802 (4) 6,321 Earnings before extraordinary charge and cumulative effect of accounting changes 66,596 12,465 Extraordinary charge, net of taxes (6,576) (5) (330) Cumulative effect of accounting changes (25,300) (6) (92,400) Net earnings (loss) $ 34,720 $ (80,265) Earnings (loss) per share of common stock: Continuing operations $ 1.47 $ 0.30 Extraordinary charge (0.14) (0.01) Cumulative effect of accounting changes (0.56) (2.21) Net earnings (loss) $ 0.77 $ (1.92) Average common shares outstanding 45,205 41,753 (1) During the year, the company identified $53.2 million of excess reserves relating to the disposition of SEO, and provided $30.5 million for restructuring the continuing operations of the company. As a result, $22.7 million of excess SEO reserves were returned to operating income. Also during the year, $22.5 million was provided in cost of sales for valuation of world-wide assets. (2) Provided for transaction and consolidation charges primarily related to the acquisition of Revco Scientific, Inc. Prior periods presented were restated for Revco, which was accounted for as a pooling of interests. (3) Provided primarily for valuation of assets and liabilities and other matters related to the company's previously divested operations. (4) During the fourth quarter of 1993, the audit of the company's consolidated federal income returns for the years 1989-90 was concluded. The company subsequently determined that certain tax reserves were no longer required and recognized the related benefit. Exclusive of this benefit, the effective tax rate for the year was 33.5 percent. (5) Results from early extinguishment of debt. (6) Adoption of SFAS no. 112, "Employers' Accounting for Postemployment Benefits". GENERAL SIGNAL CORPORATION SECTOR PERFORMANCE (Unaudited) (In thousands) Three Months Ended December 31, 1993 1992 NET SALES Process Controls $ 181,800 $ 183,500 Electrical Controls 144,000 142,200 Industrial Technology 68,000 66,700 Dispositions and restructurings -- -- $ 393,800 $ 392,400 OPERATING EARNINGS: Process Controls $ 9,100 (1) $ 18,000 Electrical Controls 11,500 11,000 Industrial Technology 12,400 12,300 Special charges (13,200)(2) -- Dispositions of businesses and restructuring (9,000)(3) (85,600) Total operating earnings before unallocated expenses, equity income and interest $ 10,800 $ (44,300) Year Ended December 31, 1993 1992 NET SALES Process Controls $ 721,600 $ 739,000 Electrical Controls 547,100 567,500 Industrial Technology 261,300 232,800 Dispositions and restructuring -- 134,900 $1,530,000 $1,674,200 OPERATING EARNINGS: Process Controls $ 52,300(1) $ 69,800 Electrical Controls 35,700(1) 43,200 Industrial Technology 44,800 32,900 Special charges (13,200)(2) (7,400) Dispositions of businesses and restructuring 3,100 (3) (85,600) Total operating earnings before unallocated expenses, equity income and interest $ 122,700 $ 52,900 (1) 1993 results include charges of $22.5 million ($18.5 million for Process Controls and $4.0 million for Electrical Controls) of which $10.5 million was incurred in Process Controls during the fourth quarter. (2) Provided for costs associated with the Revco Scientific, Inc. acquisition. Prior periods presented have been restated for Revco, which was accounted for as a pooling of interests. (3) Fourth quarter results include a charge of $19.6 million related to previously divested businesses and income of $10.6 million from the identification of excess SEO reserves. 1993 results include charges of $30.5 million for restructuring ($24.0 million for Process Controls and $6.5 million for Electrical Controls), $19.6 million for previously divested businesses and $53.2 million of income related to the reversal of excess SEO reserves. GENERAL SIGNAL CORPORATION CONSOLIDATED BALANCE SHEET (Unaudited) (In thousands) December 31, December 31, 1993 1992 (1) ASSETS Current assets: Cash and cash equivalents $ 1,253 $ 16,455 Accounts receivable 255,534 258,608 Inventories 196,286 205,883 Prepaid expenses and other current assets 55,482 57,965 Assets held for sale at estimated realizable value 25,675 91,069 Deferred income taxes 60,315 63,660 594,545 693,640 Property, plant and equipment 263,353 246,858 Intangibles 184,240 181,190 Other assets 134,314 107,186 Deferred and refundable income taxes 48,389 29,554 $1,224,841 $1,258,428 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Short term borrowings and current maturities of long-term debt $ 9,334 $ 13,759 Accounts payable 131,300 130,672 Accrued expenses 177,829 180,344 Income taxes 7,385 21,067 325,848 345,842 Long-term debt less current maturities 191,382 367,654 Accrued postretirement benefits 147,765 152,500 Other liabilities 34,660 17,583 Shareholders' equity 525,186 374,849 $1,224,841 $1,258,428 (1) Restated for the acquisition of Revco, which was accounted for as a pooling of interests. 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. GENERAL SIGNAL CORPORATION /s/ Terry J. Mortimer Terry J. Mortimer Vice President and Controller Chief Accounting Officer February 4, 1994 -----END PRIVACY-ENHANCED MESSAGE-----