NT 10-K
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12B-25 FOR A 10K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SEC FILE NUMBER
FORM 12b-25 1-8591
CUSIP NUMBER
NOTIFICATION OF LATE FILING
Class A 316828 508
Class B 316828 607
(Check One):
{X}Form 10-K { }Form 20-F { }Form 11-K { }Form 10-Q { }Form N-SAR
For Period Ended: December 31, 1994
{ } Transition Report on Form 10-K
{ } Transition Report on Form 20-F
{ } Transition Report on Form 11-K
{ } Transition Report on Form 10-Q
{ } Transition Report on Form N-SAR
For the Transition Period Ended:
PART I - REGISTRANT INFORMATION
Figgie International Inc.
Full Name of Registrant
Former Name if Applicable
4420 Sherwin Road
Address of Principal Executive Office (Street and Number)
Willoughby, Ohio 44094
City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to
Rule 12b-25(b), the following should be completed. (Check box if
appropriate)
{ X } (a) The reasons described in reasonable detail in
Part III of this form could not be eliminated
without unreasonable effort or expense;
{ X } (b) The subject annual report, semi-annual
report, transition report on Form 10-K, Form
20-F, 11-K, Form N-SAR, or portion thereof,
will be filed on or before the fifteenth
calendar day following the prescribed due
date; or the subject quarterly report of
transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth
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calendar day following the prescribed due
date; and
{ } (c) The accountant's statement or other exhibit
required by Rule 12b-25(c) has been attached
if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K,
20-F, 11-K, 10-Q, N-SAR, or the transition report or portion
thereof, could not be filed within the prescribed time period.
(Attach Extra Sheets if Needed)
Figgie International Inc. (the "Company") has not completed
the preparation of its Form 10-K. The Company has filed a
current report on Form 8-K containing the press release
attached hereto as Exhibit A.
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification
L.A. Harthun 216 953-2850
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30
of the Investment Company Act of 1940 during the preceding
12 months or for such shorter period that the registrant was
required to file such reports been filed? If answer is no,
identify report(s).
{ X } Yes { } No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last
fiscal year will be reflected by the earnings statements
to be included in the subject report or portion thereof?
{ } Yes { X } No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state
the reasons why a reasonable estimate of the results cannot
be made.
Figgie International Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: March 31, 1995 By: /s/ L.A. Harthun
L.A. Harthun, Senior Vice President
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EX-99
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EXHIBIT 99.1 PRESS RELEASE
Keith Mabee
(216)953-2810 FOR IMMEDIATE RELEASE
FIGGIE INTERNATIONAL LAUNCHES RESTRUCTURING PLAN;
REPORTS $167 MILLION 1994 LOSS, INCLUDING APPROXIMATELY $133
MILLION IN NON-RECURRING CHARGES; FORECASTS THIRD QUARTER PROFIT
AND APPROXIMATELY $250 MILLION PAYDOWN OF DEBT AND LEASES IN
1995
WILLOUGHBY, OH, Feb. 15, 1995 -- Figgie International Inc.
(NASDAQ/NMS:FIGIA and FIGI) today announced an after-tax loss of
$166.7 million, or $9.41 per share, for 1994. In addition, the
company launched a divestiture program designed to pay down
approximately $250 million of debt and operating leases. The
company said today's restructuring actions are designed to
return it to profitability by 1995's third quarter. The
restructuring program will involve the sale of businesses
accounting for more than half of Figgie's total sales, requiring
a restatement of all prior-period results to account for
discontinued operations.
Restructuring Plan
Figgie's Board of Directors late yesterday unanimously
approved a comprehensive plan for the restructuring of the
company's diverse businesses, which is intended to realize for
shareholders Figgie's inherent values. Under the plan, Figgie
will focus on its core technology-driven businesses: Scott
Aviation ($99 million in 1994 sales); Interstate Electronics
($113 million); Snorkel ($87 million) and Taylor Environmental
($20 million).
The businesses Figgie plans to sell under the restructuring
plan include: "Automatic" Sprinkler ($82 million in 1994
sales); Natural Resources ($8 million); SpaceGuard ($3 million);
Financial Services ($22 million); Power Systems ($19 million);
Fire Protection Systems ($66 million); Safway ($74 million);
SP/Sheffer ($8 million); Hartman Electrical ($20 million), and
several other residual business units. The company today
announced that it sold SpaceGuard earlier this week and has
signed letters of intent with undisclosed strategic buyers for
Power Systems, "Automatic" Sprinkler and Fire Protection
Systems.
The company will also continue to operate its Properties
management unit, and further evaluate its U.K.-based Material
Handling business in 1995 given both units' specific strategic
and financial roles in the company's overall transformation.
-more-
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In commenting on the restructuring actions, John P. "Jack"
Reilly, recently appointed Figgie International President and
CEO, said: "Our restructuring plan will eliminate the historic
overhang of excessive debt at Figgie. The company's goal going
forward is to return to profitability in 1995 and aggressively
grow our core businesses. These core operations have a history
of profitability, and are market and technological leaders in
their respective industries," he stated.
"Many of the discontinued businesses have been market
tested," noted Reilly. "We are confident that the divestitures
can be expeditiously concluded, and at a fair market value to
our shareholders. The Board acted after extensive consideration
of a wide range of strategic alternatives, including
comprehensive discussions with Smith Barney Inc., the company's
investment advisors," he added.
The company expects that the businesses designated for sale
could generate gross pre-tax proceeds of approximately $300
million.
1994 Results
The company reported a full-year 1994 after-tax loss from
continuing operations of $90.7 million, or $5.12 per share,
compared with a 1993 loss of $82.3 million, or $4.63 per share.
These results of operations reflect $56.9 million in
restructuring and refinancing charges, as well as high interest
expense and sales and general administrative costs -- the latter
two are expected to be reduced significantly as 1995 progresses.
Revenues, which now exclude discontinued operations, were
$319.4 million in 1994, compared with 1993 revenues of $287.2
million. The after-tax loss from discontinued operations for
the full year 1994 was $76 million, or $4.29 per share, compared
with a 1993 loss from discontinued operations of $103.3 million,
or $5.81 per share. The 1993 full year results include a
benefit of $5.8 million for a change in accounting for income
taxes, and a non-recurring pre-tax charge of $17.6 million for
restructuring and $33.9 million charge due to a change in
accounting estimate.
Fourth Quarter Results
The fourth quarter 1994 after-tax loss of $112.7 million,
or $6.42 per share, represents a $53.5 million after-tax loss
from continuing operations and a $59.2 million after-tax loss
from discontinued operations. Included in the after-tax loss
for continuing operations in the fourth quarter are non-
recurring pre-tax charges of $39.7 million for restructuring and
refinancing costs. The company noted that the divestiture plan
will affect earlier reported 1994 quarterly results. The after-
tax loss for 1993's fourth quarter of $171.1 million, or $9.52
per share, represents a $66.1 million after tax loss from
continuing operations and a $105 million after-tax loss from
discontinued operations. Included in fourth quarter 1993
continuing operations is a pre-tax restructuring charge of $17.6
million and $27.2 million charge due to a change in accounting
estimate.
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Comments on Results
"During 1994, the company sold seven divisions, reduced
company-wide headcount from 12,600 to 6,000 and paid down $110
million in lender debt and $65 million in operating leases,"
stated Reilly. "Our fourth quarter results reflect our final
restructuring actions, purge the past and clean up the balance
sheet. In sum, we moved aggressively to transform Figgie into a
new company poised for renewed growth and profitability by
1995's second half. There were approximately $133 million of
unusual items that can be categorized as one-time charges in
1994," he said.
The company said that total debt stood at $413.3 million at
year's end 1994 and that interest expense was $45.8 million for
the period. Cash and securities totaled $47.3 million at
year's end.
1995 Outlook
"The new company that we are launching today has a much
tighter operating focus revolving around the four core
businesses -- Scott Aviation, Interstate Electronics, Snorkel
and Taylor Environmental," noted Reilly. "Each is a leading
niche marketer and manufacturer possessing exceptional growth
opportunities, particularly in international markets. They all
embody strong technologies and innovative management teams who
are bottom-line driven and have demonstrated consistent
profitability, with gross margins in the 20-35 percent range.
"We are targeting a return to profitability in 1995's third
quarter, and currently expect a quarterly earnings per share
range of 20-25 cents in both the third and fourth quarters,"
noted Reilly. "The full year results should approach breakeven
following a substantial paydown of debt in the first half, and
significantly reduced corporate expenses as the year progresses.
Those expense reduction programs coupled with improved operating
results in 1995 should strongly position the new company for
1996 and beyond. Our goal is to double the revenues of the core
operations by the year 2000," he added.
The company had announced in January a 52 percent reduction
in corporate headquarters staff from 135 to 65.
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FIGGIE INTERNATIONAL INC.
FINANCIAL DATA
For the Periods Ended December 31, 1994 and 1993
(In thousands of dollars except per share data)
For the Three Months Ended December 31 For the Twelve Months Ended December 31
1994 1993 1994 1993
Continuing Operations
Net Sales $86,487 $74,093 $319,420 $287,153
Pretax Loss (66,451) (80,104) (113,673) (101,825)
Income Tax Benefit 12,933 14,060 22,986 19,480
Net Loss before Discontinued Operations and Change
in Accounting (53,518) (66,044) (90,687) (82,345)
Discontinued Operations, net of tax (59,161) (105,040) (76,043) (103,269)
Loss before Change in Accounting (112,679) (171,084) (166,730) (185,614)
Cumulative Effect of Change in Accounting for
Income Taxes --- --- --- 5,839
Net Loss ($112,679) ($171,084) ($166,730) ($179,775)
Weighted Average Shares 17,551 17,963 17,723 17,775
Earnings per Share
Continuing Operations ($3.05) ($3.68) ($5.12) ($4.63)
Loss on Discontinued Operations ($3.37) ($5.84) ($4.29) ($5.81)
Cumulative Effect of Change in Accounting for
Income Taxes --- --- --- $0.33
Net Loss ($6.42) ($9.52) ($9.41) ($10.11)
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Figgie International
Consolidated Balance Sheet
(Amounts in Thousands)
December 31, 1994
Current Assets
Cash and Marketable Securities $ 47,327
Accounts Receivable - net 44,994
Inventory - net 38,845
Prepaid Expenses 3,225
Refundable Income Taxes 8,108
Net Assets of Discontinued Operations 317,601
460,100
Property, Plant & Equipment - net 106,083
Other Assets
Goodwill 20,244
Prepaid Pension Costs 9,821
Other 48,216
78,281
Total Assets $644,464
Current Liabilities
Notes Payable $ 64,412
Current Maturity of Long-Term Debt 111,908
Accounts Payable 55,398
Accrued Expenses 81,595
313,313
Long-Term Debt 236,991
Other Long Term Liabilities 28,938
Total Liabilities 579,242
Stockholders' Equity 65,222
Total Liabilities & Equity $644,464
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