-----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, B2CoEqnRAIU0WxEaiL/pTsbz/VfK1ZOu24ldvpzdUO7FO7w151c9fzfOmiBXurFB P+wtgiQSvySPY93EgbAFZg== 0000054441-01-500006.txt : 20010717 0000054441-01-500006.hdr.sgml : 20010717 ACCESSION NUMBER: 0000054441-01-500006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010331 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010716 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KANEB SERVICES INC CENTRAL INDEX KEY: 0000054441 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION SPECIAL TRADE CONTRACTORS [1700] IRS NUMBER: 741191271 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-05083 FILM NUMBER: 1681600 BUSINESS ADDRESS: STREET 1: 2435 N. CENTRAL EXPRESSWAY STREET 2: SUITE 700 CITY: RICHARDSON STATE: TX ZIP: 75080 BUSINESS PHONE: 9726994000 MAIL ADDRESS: STREET 1: P O BOX 650283 CITY: DALLAS STATE: TX ZIP: 75265-0283 FORMER COMPANY: FORMER CONFORMED NAME: KANEB PIPE LINE CO DATE OF NAME CHANGE: 19710610 8-K 1 ksi8kdist.txt KSI DISTRIBUTION PRO FORMA 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 Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2001 KANEB SERVICES, INC. (Exact name of registrant as specified in charter) Delaware 001-05083 74-1191271 (State of Organization) (Commission File No.) (I.R.S. Employer Identification No.) 2435 North Central Expressway Richardson, Texas 75080 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (972) 699-4000 Item 2. Acquisition or Disposition of Assets. On June 29, 2001 (the "Distribution Date"), Kaneb Services, Inc. (the "Company") completed the distribution of its pipeline, terminaling and product marketing businesses to its shareholders in the form of a new limited liability company, Kaneb Services LLC. On the Distribution Date, the shareholders of Kaneb Services, Inc. received one common share Kaneb Services LLC for each three shares of the Company's common stock held on June 20, 2001, the record date for the distribution. The common shares of Kaneb Services LLC (ticker symbol "KSL") began trading on the New York Stock Exchange on July 2, 2001. The Company's common stock continues trading as Kaneb Services, Inc. d/b/a Xanser Corporation on the New York Stock Exchange under the ticker symbol "XNR". Upon shareholder ratification, at the annual meeting, the Company's name will change to Xanser Corporation (pronounced zan' ser). Item 7. Financial Statements and Exhibits. (b) Pro Forma Financial Information. SIGNATURES KANEB SERVICES, INC. Date: July 13, 2001 By: MICHAEL R. BAKKE ----------------------------- ---------------------------- Michael R. Bakke, Controller UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET The following unaudited pro forma condensed consolidated balance sheet (the "Pro Forma Balance Sheet") for Kaneb Services, Inc. (the "Company") has been derived from the unaudited historical financial statements of the Company as of March 31, 2001 and assumes that the distribution of Kaneb Services LLC shares (the "Distribution") was consummated on March 31, 2001. The Pro Forma Balance Sheet is based on the available information and contains certain assumptions that the Company deems appropriate. The Pro Forma Balance Sheet does not purport to be indicative of the financial position of the Company had the Distribution occurred on March 31, 2001, nor is the Pro Forma Balance Sheet necessarily indicative of the future financial position of Kaneb Services, Inc. The Pro Forma Balance Sheet should be read in conjunction with the consolidated financial statements of Kaneb Services, Inc., included in our report on Form 10-Q/A, dated June 15, 2001. KANEB SERVICES, INC. PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET March 31, 2001 (In Thousands) (Unaudited)
Pro Forma Historical Adjustments Pro Forma -------------- -------------- -------------- ASSETS Current assets: Cash and cash equivalents $ 15,886 $ - $ 15,886 Accounts receivable 32,408 7,500 (a) 54,908 15,000 (b) Inventories 7,560 - 7,560 Prepaid expenses and other current assets 6,675 - 6,675 Current deferred taxes 36,070 (36,070)(b) - -------------- ------------- -------------- Total current assets 98,599 (13,570) 85,029 -------------- ------------- -------------- Property and equipment 30,061 - 30,061 Less accumulated depreciation and amortization 19,673 - 19,673 -------------- ------------- -------------- Net property and equipment 10,388 - 10,388 -------------- ------------- -------------- Excess of cost over fair value of net assets of acquired businesses 61,943 - 61,943 Deferred income taxes and other assets 11,044 (3,511)(b) 7,533 Net assets of discontinued operations - businesses to be distributed to common shareholders 44,947 (44,947)(c) - -------------- ------------- -------------- $ 226,921 $ (62,028) $ 164,893 ============== ============= ============== LIABILITIES AND EQUITY Current liabilities: Current portion of long-term debt $ 567 $ - $ 567 Accounts payable 7,426 - 7,426 Accrued expenses 11,210 15,000 (b) 26,210 -------------- -------------- -------------- Total current liabilities 19,203 15,000 34,203 -------------- ------------- -------------- Long-term debt, less current portion: Technical services 18,529 - 18,529 Parent company 21,396 - 21,396 -------------- ------------- -------------- Total long-term debt, less current portion 39,925 - 39,925 -------------- ------------- -------------- Other liabilities 1,711 - 1,711 Stockholders' equity: Preferred stock, without par value - - - Common stock, without par value 4,250 - 4,250 Additional paid-in-capital 210,147 (77,564)(d) 132,583 Treasury stock, at cost (31,428) - (31,428) Accumulated deficit (12,775) - (12,775) Accumulated other comprehensive income (loss) - foreign currency translation adjustment (4,112) 536 (e) (3,576) -------------- ------------- -------------- Total stockholders' equity 166,082 (77,028) 89,054 -------------- ------------- -------------- $ 226,921 $ (62,028) $ 164,893 ============== ============= ==============
KANEB SERVICES, INC. NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET March 31, 2001 (Unaudited) The following pro forma entries have been applied to the preparation of the Pro Forma Balance Sheet: (a) Represents adjustments to accounts receivable to reflect estimated amounts due from Kaneb Services LLC to Kaneb Services, Inc. for expenses incurred by Kaneb Services, Inc. in connection with the Distribution. Pursuant to the Distribution, Kaneb Services LLC entered into an agreement with Kaneb Services, Inc. to pay Kaneb Services, Inc. an amount equal to the expenses incurred by Kaneb Services, Inc. in connection with the Distribution. These expenses include approximately $6.1 million in expenses that Kaneb Services, Inc. incurred in connection with its redemption of its Adjustable Rate Cumulative Class A Preferred Stock and an estimated $1.4 million in legal, professional and other expenses incurred by Kaneb Services, Inc. in connection with the Distribution. (b) Represents adjustments to deferred income taxes to reflect utilization of Kaneb Services, Inc.'s net operating loss carryforwards ($39.6 million) in connection with the Distribution and estimated federal income taxes due ($15 million) in excess of such net operating loss carryforwards. The distribution of Kaneb Services LLC common shares resulted in a taxable gain to the extent of the excess of the fair market value of the Kaneb Services LLC common shares distributed over the tax basis of the distributed assets in the hands of Kaneb Services, Inc. To the extent that the taxable gain exceeds available net operating loss carryforwards, the distribution agreement obligates Kaneb Services LLC to pay Kaneb Services, Inc. amounts calculated based on the taxes due on the net amount of gain in excess of such net operating loss carryforwards. Although the amount of income tax liability incurred could vary dramatically based on the fair market value of the Kaneb Services LLC shares or if the Internal Revenue Service was to successfully disallow any of the offsetting losses, a $15 million estimated federal income tax liability and corresponding receivable from Kaneb Services LLC has been reflected in the Pro Forma Balance Sheet. (c) Represents adjustments to eliminate the net assets of the distributed businesses which were classified as "Discontinued operations - businesses to be distributed to common shareholders" at March 31, 2001. (d) Represents adjustments to additional paid-in capital to reflect the payment by Kaneb Services LLC to Kaneb Services, Inc. for expenses incurred by Kaneb Services, Inc. in connection with the Distribution (see note a), the reduction of deferred tax assets from utilization of net operating loss carryforwards in connection with the Distribution (see note b) and the elimination of the net assets of the distributed businesses (see note c). (e) Represents adjustments to eliminate the accumulated foreign currency translation adjustment relating to the distributed businesses. -----END PRIVACY-ENHANCED MESSAGE-----