-----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, KLpBtwBEDC8Oj8YSPcu2aCZl6svh08QKyP3LpLBwa9jK+nebuE64CGiR7fpEroFH PmeLoC7A+2ubUdQJH5Z0Aw== 0000048287-97-000038.txt : 19971117 0000048287-97-000038.hdr.sgml : 19971117 ACCESSION NUMBER: 0000048287-97-000038 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19971004 FILED AS OF DATE: 19971114 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: HON INDUSTRIES INC CENTRAL INDEX KEY: 0000048287 STANDARD INDUSTRIAL CLASSIFICATION: OFFICE FURNITURE (NO WOOD) [2522] IRS NUMBER: 420617510 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-02648 FILM NUMBER: 97720907 BUSINESS ADDRESS: STREET 1: 414 EAST THIRD STREET - PO BOX 1109 CITY: MUSCATINE STATE: IA ZIP: 52761-7109 BUSINESS PHONE: 3192647400 MAIL ADDRESS: STREET 1: 414 EAST THIRD STREET STREET 2: P O BOX 1109 CITY: MUSCATINE STATE: IA ZIP: 52761 FORMER COMPANY: FORMER CONFORMED NAME: HOME O NIZE CO DATE OF NAME CHANGE: 19681001 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (MARK ONE) /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 4, 1997 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________________ to ______________________ Commission File Number 0-2648 HON INDUSTRIES Inc. (Exact name of Registrant as specified in its charter) Iowa 42-0617510 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) P.O. Box 1109, 414 East Third Street, Muscatine, Iowa 52761-7109 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code 319-264-7400 Indicate by check mark whether the registrant (1) has filed all required reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date. Class Outstanding at October 4, 1997 Common Shares, $1 Par Value 29,676,190 shares Exhibit Index is on page 17. HON INDUSTRIES Inc. and SUBSIDIARIES INDEX PART I. FINANCIAL INFORMATION Page Item 1. Financial Statements (Unaudited) Condensed Consolidated Balance Sheets -- October 4, 1997, and December 28, 1996 3-4 Condensed Consolidated Statements of Income -- Three Months Ended October 4, 1997, and September 28, 1996 5 Condensed Consolidated Statements of Income -- Nine Months Ended October 4, 1997, and September 28, 19966 Condensed Consolidated Statements of Cash Flows -- Nine Months Ended October 4, 1997, and September 28, 1996 7 Notes to Condensed Consolidated Financial Statements 8-10 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11-14 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 15 SIGNATURES 16 EXHIBIT INDEX 17 (27) Financial Data Schedule 18 (99i) Press Release 19 PART I. FINANCIAL INFORMATION Item 1. Financial Statements HON INDUSTRIES Inc. and SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS October 4, 1997 December 28, (Unaudited) 1996 ASSETS (In thousands) CURRENT ASSETS Cash and cash equivalents $ 19,248 $ 31,196 Short-term investments 258 1,502 Receivables 166,496 109,095 Inventories (Note B) 65,011 43,550 Deferred income taxes 19,916 9,046 Prepaid expenses and other current assets 15,713 11,138 Total Current Assets 286,642 205,527 PROPERTY, PLANT, AND EQUIPMENT, at cost Land and land improvements 9,561 9,114 Buildings 104,005 92,509 Machinery and equipment 301,150 231,780 Construction in progress 54,326 42,507 469,042 375,910 Less accumulated depreciation 163,364 141,294 Net Property, Plant, and Equipment 305,678 234,616 GOODWILL 53,253 51,213 OTHER ASSETS 26,231 22,158 Total Assets $671,804 $513,514 See accompanying notes to condensed consolidated financial statements. HON INDUSTRIES Inc. and SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS October 4, 1997 December 28, (Unaudited) 1996 LIABILITIES AND SHAREHOLDERS' EQUITY (In thousands) CURRENT LIABILITIES Accounts payable and accrued expenses $173,899 $127,910 Income taxes 10,273 2,574 Note payable and current maturities of long-term obligations 7,350 22,069 Total Current Liabilities 191,522 152,553 LONG-TERM DEBT AND OTHER LIABILITIES 156,280 91,468 CAPITAL LEASE OBLIGATIONS 5,484 6,320 DEFERRED INCOME TAXES 19,389 10,726 MINORITY INTEREST IN SUBSIDIARY - 50 SHAREHOLDERS' EQUITY Capital Stock: Preferred, $1 par value; authorized 1,000,000 shares; no shares outstanding - - Common, $1 par value; authorized 100,000,000 shares; outstanding -- 29,676 29,713 1997 - 29,676,190 shares; 1996 - 29,713,265 shares Paid-in capital 164 360 Retained earnings 274,330 227,365 Receivable from HON Members Company Ownership Plan (5,041) (5,041) Total Shareholders' Equity 299,129 252,397 Total Liabilities and Shareholders' Equity $671,804 $513,514 See accompanying notes to condensed consolidated financial statements. HON INDUSTRIES Inc. and SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Three Months Ended October 4, September 28, 1997 1996 (In thousands, except per share data) Net sales (Note G) $391,348 $255,254 Cost of products sold 268,147 176,403 Gross Profit 123,201 78,851 Selling and administrative expenses 80,641 53,605 Operating Income 42,560 25,246 Interest income 601 806 Interest expense 2,810 715 Income Before Income Taxes 40,351 25,337 Income taxes (Note E) 15,132 7,430 Net Income $ 25,219 $ 17,907 Net income per common share (Note F) $ 0.85 $ 0.60 Average number of common shares outstanding 29,677,952 30,063,124 Cash dividends per common share $ 0.14 $ 0.12 See accompanying notes to condensed consolidated financial statements. HON INDUSTRIES Inc. and SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Nine Months Ended October 4, September 28, 1997 1996 (In thousands, except per share data) Net sales (Note G) $970,774 $707,991 Cost of products sold 663,310 486,636 Gross Profit 307,464 221,355 Selling and administrative expenses 205,397 152,958 Gain on sale of subsidiary (Note D) - 3,200 Operating Income 102,067 71,597 Interest income 1,453 2,306 Interest expense 5,945 2,342 Income Before Income Taxes 97,575 71,561 Income taxes (Note E) 36,591 24,533 Net Income $ 60,984 $ 47,028 Net income per common share (Note F) $ 2.05 $ 1.56 Average number of common shares outstanding 29,689,679 30,192,770 Cash dividends per common share $ 0.42 $ 0.36 See accompanying notes to condensed consolidated financial statements. HON INDUSTRIES Inc. and SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended October 4, September 28, 1997 1996 (In thousands) Net Cash Flows From (To) Operating Activities: Net income $ 60,984 $ 47,028 Noncash items included in net income: Depreciation and amortization 25,334 17,460 Gain on sale of subsidiary, net of tax (Note D) - (2,016) Other postretirement and postemployment benefits 1,041 1,828 Deferred income taxes 1,851 (226) Other - net 20 247 Net increase (decrease) in noncash operating assets and liabilities (15,651) (6,497) Increase in other liabilities (571) 791 Net cash flows from operating activities 73,008 58,615 Net Cash Flows From (To) Investing Activities: Capital expenditures - net (56,898) (34,770) Acquisition spending, net of cash acquired (67,025) - Net proceeds from sale of subsidiary (Note D) - 7,336 Short-term investments - net 444 9,394 Long-term investments 1,045 148 Other - net (164) (189) Net cash flows (to) investing activities (122,598) (18,081) Net Cash Flows From (To) Financing Activities: Purchase of HON INDUSTRIES common stock (3,714) (9,991) Proceeds from long-term debt 100,000 - Payments of note and long-term debt (48,106) (2,857) Proceeds from sales of HON INDUSTRIES common stock to members and stock-based compensation 1,930 1,368 Dividends paid (12,468) (10,865) Net cash flows from (to) financing activities 37,642 (22,345) Net increase (decrease) in cash and cash equivalents (11,948) 18,189 Cash and cash equivalents at beginning of period 31,196 32,231 Cash and cash equivalents at end of period $ 19,248 $ 50,420 See accompanying notes to condensed consolidated financial statements. HON INDUSTRIES Inc. and SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) October 4, 1997 Note A. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine-month period ended October 4, 1997, are not necessarily indicative of the results that may be expected for the year ending January 3, 1998. For further information, refer to the consolidated financial statements and footnotes included in the Company's annual report on Form 10-K for the year ended December 28, 1996. Note B. Inventories Inventories of the Company and its subsidiaries are summarized as follows: October 4, 1997 December 28, ($000) (Unaudited) 1996 Finished products $28,857 $15,793 Materials and work in process 36,154 27,757 $65,011 $43,550 Note C. Fiscal Calendar The fiscal quarter ended October 4, 1997, represents 14 weeks of business activity compared to 13 weeks in the prior year. Nine months ended October 4, 1997, similarly represents 40 weeks compared to 39 weeks in the prior year. Note D. Gain on Sale of Subsidiary During the first quarter of 1996, the Company sold all outstanding shares of its subsidiary, Ring King Visibles, Inc., for a sale price of $8,000,000 in cash and the forgiveness of intercompany receivables of approximately $2,000,000. The sale resulted in an approximate $3,200,000 pretax gain. Note E. Tax Credits During the third quarter of 1996, the Company recorded one-time federal research and development and state new jobs tax credits totaling approximately $2.1 million, or $0.07 per share. These tax credits were for eligible business events occurring in fiscal years prior to 1996. Note F. Net Income per Common Share In March 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (FAS) No. 128, "Earnings per Share." The Statement requires the current primary earnings per share calculation to be replaced with a new basic earnings per share calculation. The Statement will become effective for public companies for financial statements issued after December 15, 1997, and early adoption is not permitted. Management estimates the impact of adopting FAS 128 will have no effect on the calculation of the Company's reported year-end 1997 earnings per share given its current capital structure of common stock and no potentially dilutive securities. Note G. Business Combinations The Company acquired Allsteel Inc. on June 17, 1997. The transaction has been accounted for under the purchase method. The cash purchase price of Allsteel was $66.0 million which has been preliminarily allocated as follows: (In thousands) Working capital, other than cash $29.4 Property, plant, and equipment 38.4 Goodwill 6.1 Other liabilities (7.9) Further information regarding the transaction is set forth in the Company's Form 8-K, filed June 30, 1997. Assuming the acquisition of Heat-N-Glo Fireplace Products, Inc. and Allsteel Inc. had occurred on December 31, 1995, the beginning of the Company's 1996 fiscal year, instead of on October 2, 1996, and June 17, 1997, when they actually occurred, the Company's pro forma consolidated net sales for the third quarter ended September 28, 1996, would have been approximately $321.1 million instead of the reported $255.3 million. Pro forma consolidated net sales for the nine months ended October 4, 1997, and September 28, 1996, would have been approximately $1,037.2 million and $883.1 million instead of the reported $970.8 million and $708.0 million respectively. Pro forma consolidated net income and net income per share for the third quarter and first nine months of 1996 and 1997 would not have been materially different from the reported amounts. Note H. Business Segment Information As a result of the Company's October 1996 acquisition of Heat-N-Glo Fireplace Products, Inc., it has two reportable core business segments: office furniture and hearth products. However, the manufacture and marketing of office furniture continues to be the Company's principal business segment. The office furniture segment manufactures and markets a broad line of metal and wood commercial and home office furniture which includes file cabinets, desks, credenzas, chairs, storage cabinets, tables, bookcases, freestanding office partitions and panel systems, and other related products. The hearth products segment manufactures and markets a broad line of manufactured gas- and wood-burning fireplaces and stoves, fireplace inserts and chimney systems principally for the home. For purposes of segment reporting, intercompany sales transfers between segments are not material, and operating profit is income before income taxes exclusive of certain unallocated corporate expenses. Identifiable assets by segment are those assets applicable to the respective industry segments. Corporate assets consist principally of cash and cash equivalents, short-term investments, and corporate office real estate and related equipment. Reportable segment data reconciled to the consolidated financial statements for the three month and nine month period ended October 4, 1997, and September 28, 1996, is as follows:
Three Months Ended Nine Months Ended Oct. 4, 1997 Sept. 28, 1996 Oct. 4, 1997 Sept. 28, 1996 Net Sales: Office furniture $334,159 $233,192 $818,522 $650,209 Hearth products 57,189 22,062 152,252 57,782 $391,348 $255,254 $970,774 $707,991 Operating profit: Office furniture $ 43,028 $ 26,771 $101,572 $ 71,713 Hearth products 8,066 3,721 16,724 6,946 Total operating profit 51,094 30,492 118,296 78,659 Unallocated corporate expense (10,743) (5,155) (20,721) (7,098) Income before income taxes $ 40,351 $ 25,337 $ 97,575 $ 71,561 Identifiable assets: Office furniture $473,453 $328,759 Hearth products 138,553 28,765 General corporate 59,798 84,083 $671,804 $441,607 Depreciation & amortization expense: Office furniture $ 8,046 $ 5,263 $ 19,365 $ 15,245 Hearth products 1,859 482 4,938 1,218 General corporate 345 323 1,031 997 $ 10,250 $ 6,068 $ 25,334 $ 17,460 Capital expenditures, net: Office furniture $ 19,076 $ 12,276 $ 45,742 $ 32,489 Hearth products 3,232 1,267 10,491 2,787 General corporate 368 299 665 (506) $ 22,676 $ 13,842 $ 56,898 $ 34,770
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations A summary of the period-to-period changes in the principal items included in the Condensed Consolidated Statements of Income is shown below:
Comparison of (Unaudited) Increases (Decreases) Three Months Ended Nine Months Ended Three Months Ended Dollars in Thousands October 4, 1997 & October 4, 1997 & October 4, 1997 & September 28, 1996 September 28, 1996 June 28, 1997 Net sales $136,094 53.3% $262,783 37.1% $94,781 32.0% Cost of products sold 91,744 52.0 176,674 36.3 67,178 33.4 Selling & administrative expenses 27,036 50.4 52,439 34.3 16,338 25.4 Gain on sale of subsidiary - - (3,200) (100.0) - - Interest income (205) (25.4) (853) (37.0) 160 36.3 Interest expense 2,095 293.0 3,603 153.8 1,228 77.6 Income taxes 7,702 103.7 12,058 49.2 3,825 33.8 Net income 7,312 40.8 13,956 29.7 6,372 33.8
The Company reported record third quarter sales and earnings for its fiscal quarter ended October 4, 1997. This was the seventh consecutive quarter of record results. These results, coupled with record first and second quarter results, makes January through September 1997 the best first nine-month period in the Company's history. Consolidated net sales for the third quarter ending October 4, 1997, were $391.3 million, a 53% increase from the $255.3 million in the third quarter of 1996. Net income was $25.2 million, or $0.85 per share, an increase of 41%, for the third quarter of 1997, compared to $17.9 million, or $0.60 per share for the year-ago period. Net income for 1996 includes a one-time income tax credit of $2.1 million, or $0.07 per share. Adjusting for this 1996 nonoperating event, net income and net income per share for the third quarter 1997 from operations, on a comparative basis, increased 60% over the prior year quarter. For the nine months ended October 4, 1997, consolidated net sales were $970.8 million, up 37% from $708.0 million for the year-ago period. Net income for the nine months of 1997 was $61.0 million, or $2.05 per share, an increase of 30%, compared to $47.0 million, or $1.56 per share for the comparable period in 1996. Last year's net income results were favorably impacted by a $2.0 million gain on the sale of a subsidiary as well as the income tax credit previously mentioned. Disregarding these two nonoperating events, comparative net income from operations for the current year increased 36% and net income per share rose 38%. Results of operations for both the quarter and the nine- month periods include one extra week of business activity compared to the prior year periods. This extra week occurs every five or six years as a result of the leap year effect on the Company's fiscal year calendar. The additional week in the quarter accounted for 8% of the increases. Although record results would have been achieved without the extra week of business--the extra week further enhanced the results. For the third quarter of 1997, office furniture comprised 85% of consolidated net sales and hearth products 15%. Net sales for office furniture were up 43% for the quarter compared to the same quarter a year ago. On a proforma basis, excluding sales from the acquisition of Allsteel from 1997 quarterly results, office furniture sales increased 25% for the quarter. Hearth product sales increased 159%, due primarily to contributions from the Heat-N-Glo division of Hearth Technologies Inc. acquired in October 1996. On a proforma basis, including Heat-N-Glo operations in the Company's quarterly prior year results, hearth product sales increased 16% for the quarter. Office furniture contributed 84% of consolidated operating profit before unallocated corporate expenses and hearth products 16% as defined by the prevailing Financial Accounting Standards Board Statements for segment reporting. For the nine months ended October 4, 1997, office furniture comprised 84% of consolidated net sales and hearth products 16%. Office furniture contributed 86% of consolidated operating profit before unallocated corporate expenses and hearth products 14%. Please refer to Note G. Business Combinations and Note H. Business Segment Information in the "Notes to Condensed Consolidated Financial Statements" for further related information. The value-priced segment of the office furniture industry, where the Company is the strongest, is showing strong growth. This provides the Company with a solid foundation to continue growth. The hearth products industry, which is linked to both home sales and home remodeling, is thriving. The Company with its leadership position in this industry through its Heatilator and Heat-N-Glo brand product is participating in this growth. The consolidated gross profit margin for the third quarter of 1997 was 31.5% compared to 30.9% for the same quarter in 1996. On a nine-month basis, the margin was 31.7% for 1997 versus 31.3% for 1996. Margin improvements are being primarily driven by improved productivity and effective cost control efforts. Selling and administrative expenses for the third quarter of 1997 were 20.6% of net sales compared to 21.0% in the comparable quarter of 1996. On a nine-month basis, they were 21.2% in 1997 versus 21.6% in 1996. Management places major emphasis on controlling and reducing selling and administrative expenses as a percent of net sales. Selling and administrative expenses also include freight and distribution expenses incurred to get the product to the customer. Liquidity and Capital Resources As of October 4, 1997, cash and short-term investments decreased to $19.5 million compared to a $32.7 million balance at year-end 1996. The decrease is principally due to a note payable payment and capital expenditures. The October 4, 1997, balances for receivables and accounts payable and accrued expenses reflect the Company's increased level of business and the inclusion of Allsteel. During fiscal year 1997 to date, the Company has borrowed $100.0 million against its long-term revolving bank credit agreement, used $66.0 million for the purchase of Allsteel, and applied the balance against long-term debt incurred to pay for an earlier acquisition. Net capital expenditures for the first nine months of 1997 were $56.9 million and primarily represent investment for new machinery and equipment and warehouse and production facility expansion to increase capacity and to facilitate more efficient and productive operations. These investments were funded by cash reserves and cash from operations. A $0.14 per share quarterly dividend on common stock was paid on August 29, 1997, to shareholders of record on August 21, 1997. This was the 170th consecutive quarterly dividend paid by the Company. The Company has been using cash to repurchase its common stock. In the third quarter, the Company repurchased 21,226 shares of its common stock at a cost of approximately $1.2 million, or an average price of $54.75 per share. For the nine months of fiscal year 1997, 84,874 shares were acquired at a cost of approximately $3.7 million or an average price of $43.76 per share. As of October 4, 1997, approximately $5.0 million of the Board's current repurchase authorization remained unspent. On June 17, 1997, the Company acquired Allsteel Inc. from BTR plc. Allsteel is a manufacturer and marketer of mid-priced office furniture, which operates modern manufacturing facilities located in West Hazelton, Pennsylvania, Jackson and Milan, Tennessee, and Tupelo, Mississippi. It had 1996 sales of approximately $150 million. This acquisition operates as part of The HON Company, and it will continue to manufacture and sell a separate line of Allsteel office furniture products. On September 26, 1997, the Company filed with the Securities and Exchange Commission a Registration Statement for a primary offering of 1,000,000 shares of its common stock and a secondary offering by Bandag, Incorporated of 2,395,000 shares of the Company's stock. On October 23, 1997, the public offering was priced at $52.00 per share. The offering closed on October 29, 1997. The Company granted the underwriters an option to purchase 509,250 additional shares at the same price to cover over-allotments, if any, of which 150,000 shares have been purchased to-date. The Company expects to use the net proceeds of approximately $57.4 million from the 1,150,000 shares for general corporate purposes, including the repayment of indebtedness incurred to finance recent acquisitions. The Company did not receive any of the proceeds of shares sold by the selling shareholder. The secondary offering by Bandag, Incorporated, eliminated its ownership interest in the Company. Looking Ahead Except for the historical information contained herein, the matters discussed in this Form 10-Q are forward-looking statements. Such forward-looking statements involve risks and uncertainties which could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. The following are some of the important factors that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements: competitive conditions, pricing trends in the office furniture and hearth products markets, acceptance of the Company's new product introductions, the overall growth rate of the office furniture and hearth products industries, the achievement of cost reductions and productivity in the Company's operations, impact of future acquisitions, as well as the risks, uncertainties, and other factors described from time to time in the Company's SEC filings and reports. Subsequent Events On October 7, 1997, the Company announced it had signed a purchase agreement to acquire substantially all of the assets and operations of BEVIS Custom Furniture, Inc., a wholly owned subsidiary of Hunt Manufacturing Co. located in Florence, Alabama. BEVIS designs, manufactures and markets a broad line of commercial, high-quality, mid-priced office furniture, panels, conference and training room tables, computer furniture, folding tables, utility and reception area tables, bookcases and seating. BEVIS had 1996 sales of approximately $62 million. The transaction closed on November 13, 1997, for a cash purchase price of approximately $46 million. Please refer to attached Exhibit (99i) for a copy of the Company's press release, dated November 13, 1997, announcing the closing of this acquisition. On November 10, 1997, the Company announced it has entered into an agreement to acquire Panel Concepts, Inc., a subsidiary of Standard Pacific Corp. Panel Concepts, Inc., is a manufacturer of panel-based office systems, with 1997 sales estimated at approximately $21 million. It operates a manufacturing facility in Santa Ana, California. The acquisition is expected to close in early December 1997. The Company plans to finance the purchase with cash. On November 11, 1997, the Company's Board of Directors declared a regular quarterly dividend of $0.14 per share on its common stock. The dividend will be payable on November 28, 1997, to shareholders of record at the close of business on November 20, 1997. PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits. The following exhibits are incorporated herein by reference: Exhibits (3i) Articles of Incorporation, as amended, incorporated by reference to Exhibit (3)(a) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1988. (3ii) By-Laws, as amended, incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-8 filed May 14, 1997. (4i) Rights Agreement dated as of July 7, 1988, between the Company and First Chicago Trust Company of New York, incorporated by reference to Exhibit 1 to Registration Statement on Form 8-A filed July 12, 1988, as amended by amendment dated as of May 1, 1990, incorporated by reference to Exhibit 1 to Amendment No. 1 to Registration Statement on Form 8 filed May 29, 1990. The following exhibits are filed pursuant to Item 601 of Regulation S-K: Exhibit Page (27) Financial Data Schedule 18 (99i) Press Release dated November 13, 1997 19 (b) Reports on Form 8-K. The Company filed a current report on Form 8-K dated June 30, 1997, to report the acquisition of Allsteel Inc. on June 17, 1997. The Company filed a current report on Form 8-K dated October 8, 1997, to report the signing of a purchase agreement to acquire BEVIS Custom Furniture, Inc. The Company filed a current report on Form 8-K dated October 22, 1997, to report its third quarter 1997 earnings. 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. HON INDUSTRIES Inc. Dated: November 14, 1997 By /s/ David C. Stuebe ___________________ David C. Stuebe Vice President and Chief Financial Officer By /s/ Melvin L. McMains _____________________ Melvin L. McMains Controller EXHIBIT INDEX Exhibits Page (3i) Articles of Incorporation, as amended, incorporated by reference to Exhibit (3)(a) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1988. - (3ii)By-Laws, as amended, incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-8 filed May 14, 1997. - (4i) Rights Agreement dated as of July 7, 1988, between the Company and First Chicago Trust Company of New York, incorporated by reference to Exhibit 1 to Registration Statement on Form 8-A filed July 12, 1988, as amended by amendment dated as of May 1, 1990, incorporated by reference to Exhibit 1 to Amendment No. 1 to Registration Statement on Form 8 filed May 29, 1990. - (27) Financial Data Schedule 18 (99i)Press Release 19 EX-27 2 ART. 5 FDS FOR 3RD QUARTER 10-Q
5 0000048287 HON INDUSTRIES INC. 1,000 9-MOS JAN-3-1998 DEC-29-1996 OCT-4-1997 19,248 258 169,604 (3,108) 65,011 286,642 469,042 163,364 671,805 191,522 156,280 0 0 29,676 269,453 671,804 970,774 970,774 663,310 663,310 205,397 0 5,945 97,575 36,591 60,984 0 0 0 60,984 2.05 2.05
EX-99 3 EXHIBIT (99i) HON INDUSTRIES Inc. P.O. Box 1109, Muscatine, Iowa 52761-7109 NEWS RELEASE For Information Contact: David Stuebe, Vice President and CFO (319)264-7400 Beth Coronelli, Investor Relations Manager (319)264-7992 HON INDUSTRIES ACQUIRES BEVIS CUSTOM FURNITURE, INC. Muscatine, IA (November 13, 1997) - HON INDUSTRIES Inc. (NASDAQ: HONI) today announced that is has finalized the acquisition of BEVIS Custom Furniture, Inc., a wholly owned subsidiary of Hunt Corporation. BEVIS is a manufacturer of affordably priced office furniture with 1996 sales of $62M. Jack Michaels, Chairman, President and CEO of HON INDUSTRIES, said, "BEVIS is a well-established brand and the acquisition will enhance our presence in the value segment of the office furniture industry and offer our distribution partners an even wider variety of products." BEVIS will operate as part of The HON Company, HON INDUSTRIES' value-priced office furniture operating company. HON INDUSTRIES Inc. is the nation's largest producer of value-priced office furniture, and the fourth largest manufacturer and marketer of office furniture in the U.S. It is also the nation's largest manufacturer and marketer of fireplaces under its HEATILATOR and HEAT-N-GLO brand names. For further information on HON INDUSTRIES free of charge via FAX, dial 1-800-PRO-INFO and enter the ticker symbol HONI or visit the HON INDUSTRIES world wide web page at http://www.honi.com. ### -----END PRIVACY-ENHANCED MESSAGE-----