-----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, F/8UYYSLBbkmPE+3AO9TdKpRznViak9tWRJr4L/9QMaMAA1AN3tB1ee+vcDhzt4i UXPQkmU1+Sjmzsj5ZZovHA== 0000057201-97-000004.txt : 19970222 0000057201-97-000004.hdr.sgml : 19970222 ACCESSION NUMBER: 0000057201-97-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970218 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970218 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIANA CORP CENTRAL INDEX KEY: 0000057201 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & RELATED PRODUCTS [5140] IRS NUMBER: 362448698 STATE OF INCORPORATION: DE FISCAL YEAR END: 0403 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05486 FILM NUMBER: 97537759 BUSINESS ADDRESS: STREET 1: 8200 W BROWN DEER ROAD CITY: MILWAUKEE STATE: WI ZIP: 53223-1706 BUSINESS PHONE: 4143550037 FORMER COMPANY: FORMER CONFORMED NAME: FH INDUSTRIES CORP DATE OF NAME CHANGE: 19850814 FORMER COMPANY: FORMER CONFORMED NAME: SCOT LAD FOODS INC DATE OF NAME CHANGE: 19841202 8-K 1 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 (Earliest Event Reported): February 3, 1997 Exact name of Registrant as specified in its charter: The Diana Corporation State or Other Jurisdiction of Incorporation: Delaware Commission File Number: 1-5486 I.R.S. Employer Identification Number: 36-2448698 Address of Principal Executive Office: 26025 Mureau Road Calabasas, CA 91302 Registrant's Telephone Number, Including Area Code: (818) 878-7711 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On November 20, 1996, the Board of Directors of the Company approved a restructuring plan to separate its central office voice and data switching equipment business (the "Sattel Business") from the following businesses: Segment Company Telecommunications equipment distribution................ C&L Communications, Inc. (C&L) Voice and data network installation and service.... Valley Communications, Inc. (Valley) Wholesale distribution of meat and seafood............ Entree Corporation (Entree) Atlanta Provision Company, Inc. (APC) APC is a wholly-owned subsidiary of Entree and is Entree's sole operating company. Valley is an 80%-owned subsidiary of C&L. The restructuring plan provided for a spin-off of the non- Sattel businesses, through a special dividend to the Company's shareholders. Consequently, the Company reported the results of operations of the telecommunications equipment distribution segment, the voice and data network installation and service segment and the wholesale distribution of meat and seafood segment separately as discontinued operations in the second quarter financial statements. Subsequently, the Company received a purchase offer for a majority of the assets of APC. On February 3, 1997, the Board of Directors of the Company approved the sale of a majority of the assets of APC to Colorado Boxed Beef Company ("Colorado"). The sale closed on February 3, 1997. Colorado purchased the following assets of APC for $13.5 million: receivables, inventories, machinery and equipment, furniture and fixtures, and certain other current assets. Colorado made a cash payment to APC of $6.9 million of which $712,000 is restricted pursuant to the terms of the Asset Purchase Agreement. Colorado also assumed accounts payable and accrued liabilities of APC of $6.6 million. APC repaid $5.8 million to its lender to extinguish all obligations under its revolving line of credit. APC retained real estate with a net book value of $2.6 million at February 1, 1997. The real estate is collateral for two mortgage notes that amount to $794,000. APC has entered into a one year lease with Colorado. Each party can terminate the lease with 180 days written notice. The real estate will soon be listed for sale. The loss on disposal of discontinued operations for the twelve weeks ended January 4, 1997 represents the Company's loss on the sale of APC. This amount reflects a provision for certain liabilities related to the sale and is net of an anticipated gain on the sale of APC's real estate of $367,000. APC also incurred expenses of $281,000 subsequent to January 4, 1997 resulting from the early termination of the revolving line of credit established on October 4, 1996. The Company will reflect an extraordinary charge of $281,000 in the fourth quarter for these expenses. As a result of the sale of APC's assets, the Company's Board of Directors terminated the original restructuring plan for a spin- off of the non-Sattel businesses. The Company has adopted a revised restructuring plan to sell C&L and Valley. The revised restructuring plan has been approved by the Board of Directors. The Company anticipates the sale of these businesses will be completed within one year. In the second quarter financial statements, the Company recorded a charge of $3.5 million for the estimated loss on disposal in connection with the original restructuring plan. The Company believes that the reserve for loss recorded at January 4, 1997 of $4,077,000 is sufficient to cover all estimated expenses and net losses to be incurred with respect to its revised restructuring plan. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (b) Pro Forma Financial Information: The following unaudited pro forma condensed consolidated financial information is filed with this report: Pro Forma Condensed Consolidated Balance Sheet at January 4, 1997 Pro Forma Condensed Consolidated Statements of Operations for the 52 Weeks Ended March 30, 1996 and the 40 Weeks Ended January 4, 1997 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. THE DIANA CORPORATION (Registrant) Date: February 18, 1997 /s/ R. Scott Miswald Vice President and Treasurer PRO FORMA FINANCIAL INFORMATION THE DIANA CORPORATION AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AT JANUARY 4, 1997 UNAUDITED (DOLLARS IN THOUSANDS)
Pro Forma Pro Historical Adjustments Forma ---------- ----------- ----- ASSETS Current assets Cash $ 2,800 $ 431 $ 3,231 Receivables 8,341 8,341 Inventories 3,247 3,247 Net assets of discontinued operations 2,379 590 2,969 Other current assets 1,546 1,546 ------ ----- ------ Total current assets 18,313 1,021 19,334 Property and equipment, net 2,088 2,088 Intangible assets 3,805 3,805 Net assets of discontinued operations 8,350 (1,021) 7,329 Other assets 3,187 3,187 ------ ----- ------ $35,743 $ 0 $35,743 ====== ===== ====== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Accounts payable $ 3,997 $ 3,997 Accrued liabilities and other current liabilities 1,449 1,449 Current portion of long-term debt 141 141 ------ ----- ------ Total current liabilities 5,587 5,587 Long-term debt 1,817 1,817 Other liabilities 407 407 Commitments and contingencies Shareholders' equity 27,932 27,932 ------ ----- ------ $35,743 $ 0 $35,743 ====== ===== ======
See accompanying notes to pro forma condensed consolidated financial information. PRO FORMA FINANCIAL INFORMATION THE DIANA CORPORATION AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE 52 WEEKS ENDED MARCH 30, 1996 UNAUDITED (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Pro Forma Pro Historical Adjustments Forma ---------- ----------- ----- Net sales $267,602 $(267,229) $ 373 Cost of sales 256,920 (256,756) 164 ------- -------- ------ Gross profit 10,682 (10,473) 209 Selling and administrative expenses 12,385 (8,558) 3,827 Write-off of goodwill 852 (852) --- ------- -------- ------ Operating loss (2,555) (1,063) (3,618) Interest expense (1,076) 970 (106) Non-operating income 614 (149) 465 Provision for income taxes (87) 87 --- Equity in earnings (loss) of unconsolidated subsidiaries (370) 370 --- Minority interest 109 478 587 ------- -------- ------ Loss from continuing operations $ (3,365) $ 693 $(2,672) ======= ======== ====== Earnings (loss) per common share $ (.76) $ (.61) ====== ====== Weighted average number of common shares outstanding 4,401 4,401 ====== ======
See accompanying notes to pro forma condensed consolidated financial information. THE DIANA CORPORATION AND SUBSIDIARIES NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION (Unaudited) Pro Forma Condensed Consolidated Balance Sheet: The pro forma adjustment reflects the sale of the following assets of APC: receivables, inventories, machinery and equipment, furniture and fixtures and certain other current assets. It also reflects the assumption of accounts payable and accrued liabilities of APC by the Buyer and the full repayment of all obligations under the revolving line of credit. After these transactions, APC had unrestricted cash of $431,000. Pro Forma Statement of Operations: The pro forma statement of operations for the 52 weeks March 30, 1996 ended reflects a pro forma adjustment for the reclassification of the results of operations of APC, C&L and Valley to discontinued operations. The remaining operations consist of Diana's corporate office and Sattel. The statement of operations for the forty weeks ended January 4, 1997 reflects the results of APC, C&L and Valley as discontinued operations. No further pro forma adjustment are required with respect to the sale of APC. -----END PRIVACY-ENHANCED MESSAGE-----