-----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, JaulalrfpHqblzga9JX+6gxWNtRHRK6vTpDJD86K0MRMZzOhSnpaNieFD4GOl8Lp 4VciWGgh2MXV0ckEvyVhPQ== 0000795403-95-000008.txt : 19950516 0000795403-95-000008.hdr.sgml : 19950516 ACCESSION NUMBER: 0000795403-95-000008 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950203 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950202 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: WATTS INDUSTRIES INC CENTRAL INDEX KEY: 0000795403 STANDARD INDUSTRIAL CLASSIFICATION: 3490 IRS NUMBER: 042916536 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-14787 FILM NUMBER: 95504716 BUSINESS ADDRESS: STREET 1: 815 CHESTNUT ST CITY: NORTH ANDOVER STATE: MA ZIP: 01845 BUSINESS PHONE: 5086881811 MAIL ADDRESS: STREET 2: 815 CHESTNUT STREET CITY: NORTH ANDOVER STATE: MA ZIP: 01845 8-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT AMENDMENT NO. 1 Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 1994 WATTS INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 0-14787 04-2916536 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 815 Chestnut Street, North Andover, Massachusetts 01845 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code:(508) 688-1811 N/A (Former name or former address, if changed since last report.) Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Businesses Acquired. Not applicable. (b) Pro forma financial information. The response to this portion of Item 7 is submitted as a separate section of this Amended Current Report on Form 8-K/A. (c) Exhibits. 2.1 Joint Venture Contract, dated as of June 27, 1994, by and between Tianjin Tanggu Valve Plant and Watts Investment Company. (1)(2) 2.2 Stock Purchase Agreement, dated as of July 28, 1994, by and between Jameco Acquisition Corp. and Harry Lipman, Michael Lipman, Walter Lipman, Sidney Greenberg, David Chasin, Kenneth S. Lipman, Peter A. Lipman, Ethel S. Lipman, Gloria Lipman, Walter Lipman Trust for the Benefit of Ilene Burstein, Walter Lipman Trust for the Benefit of Staci Burstein and Walter Lipman Trust for the Benefit of Joshua Burstein. (1) 2.3 Asset Purchase Agreement, dated as of August 4, 1994, by and between Circle Seal Controls, Inc. and SAES Pure Gas, Inc. (1) 2.4 Stock Purchase Agreement, dated as of November 18, 1994, by and between Watts Industries Europe BV, KF Industries Europe BV, Philabel International NV, Antonio Vienna, and G.I.V.A. S.p.A. (1) (1) Incorporated by reference to the relevant exhibit to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 5, 1994. (2) Joint venture received its business license to conduct business in the People's Republic of China on July 15, 1994. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. WATTS INDUSTRIES, INC. By:/S/William C. McCartney William C. McCartney, Vice President of Finance Date: February 2, 1995 Pro Forma Condensed Consolidated Financial Statements (Unaudited) Watts Industries, Inc. and Subsidiaries and Jameco Industries, Inc., Pibiviesse S.p.A. and Tianjin Tanggu Watts Valve Company Limited September 30, 1994 Watts Industries, Inc. and Subsidiaries and Jameco Industries, Inc., Pibiviesse S.p.A. and Tianjin Tanggu Watts Valve Company Limited Pro Forma Condensed Consolidated Financial Statements (Unaudited) September 30, 1994 Contents Pro Forma Condensed Consolidated Financial Statements (Unaudited) Pro Forma Condensed Consolidated Balance Sheet (Unaudited) Pro Forma Condensed Consolidated Statement of Earnings for the year ended June 30, 1994 (Unaudited) Pro Forma Condensed Consolidated Statement of Earnings for the three months ended September 30, 1994 (Unaudited) Notes to Pro Forma Condensed Consolidated Financial Statements (Unaudited) Watts Industries, Inc. and Subsidiaries and Jameco Industries, Inc., Pibiviesse S.p.A. and Tianjin Tanggu Watts Valve Company Limited Pro Forma Condensed Consolidated Financial Statements (Unaudited) September 30, 1994 The following pro forma condensed consolidated balance sheet as of September 30, 1994, and the pro forma condensed consolidated statements of earnings for the year ended June 30, 1994 and the three months ended September 30, 1994 give effect to the acquisition of 100% of the outstanding shares of Jameco Industries, Inc. and Pibiviesse S.p.A. (PBVS) and the acquisition of a controlling 60% interest in Tianjin Tanggu Watts Valve Company Limited (Tanggu Watts) by one or more wholly owned subsidiaries of Watts Industries, Inc. The pro forma information is based on the historical financial statements of Watts Industries, Inc. and Subsidiaries, giving effect to the proposed transactions and adjustments in the accompanying notes to the pro forma financial statements. The pro forma statements have been prepared by Watts Industries, Inc. management based upon the financial statements of Jameco Industries, Inc., PBVS and Tanggu Watts. These pro forma financial statements may not be indicative of the results that actually would have occurred if the combination had been in effect on the dates indicated or which may be obtained in the future. The pro forma financial statements should be read in conjunction with the audited financial statements and notes of Watts Industries, Inc. included in its Annual Report. Watts Industries, Inc. and Subsidiaries and Jameco Industries, Inc., Pibiviesse S.p.A. and Tianjin Tanggu Watts Valve Company Limited Pro Forma Condensed Consolidated Balance Sheet (Unaudited) September 30, 1994 As Reported --------------------------- Watts Industries, Inc. and Pro Forma Pro Forma Subsidiaries Acquisitions Adjustments Consolidated --------------------------------------------------- Assets (000's omitted) Current assets: Cash and cash equivalents $ 8,466 $(7,150)(A) $ 1,316 Short-term investments 19,965 19,965 Accounts receivable 101,889 $10,386 112,275 Inventories 161,170 11,271 172,441 Other current assets 25,980 1,665 27,645 --------------------------------------------------- Total current assets 317,470 23,322 (7,150) 333,642 Property, plant and equipment, net 145,562 2,540 148,102 Goodwill, net 115,414 18,246 (B) 133,660 Other assets 19,470 758 20,228 ------------------------------------------------- $597,916 $26,620 $11,096 $635,632 Liabilities and stockholders' equity Current liabilities: Accounts payable and accrued expenses $ 76,780 $22,465 $ 99,245 Other current liabilities 23,485 $13,000 (A) 36,485 -------------------------------------------------- Total current liabilities 100,265 22,465 13,000 135,730 Long-term debt 97,905 568 98,473 Other liabilities 26,200 1,683 27,883 Stockholders' equity: Common stock 2,949 1,395 (1,395) 2,949 Additional paid-in capital 93,165 93,165 Retained earnings 278,474 509 (509) 278,474 Foreign currency translation adjustment (1,042) (1,042) ------------------------------------------------- Total stockholders' equity 373,546 1,904 (1,904) 373,546 ------------------------------------------------- $597,916 $26,620 $11,096 $635,632 See accompanying notes to pro forma condensed consolidated financial statements (unaudited). Watts Industries, Inc. and Subsidiaries and Jameco Industries, Inc., Pibiviesse S.p.A. and Tianjin Tanggu Watts Valve Company Limited Pro Forma Condensed Consolidated Statement of Earnings (Unaudited) Year ended June 30, 1994 As Reported -------------------------- Watts Industries, Inc. and Pro Forma Pro Forma Subsidiaries Acquisitions Adjustments Consolidated ------------------------------------------------------ (000's omitted, except per-share data) Net sales $518,541 $101,801 $620,342 Cost of goods sold 322,336 69,952 392,288 Selling, general and administrative expenses 121,597 25,628 $ 1,046 (C) 148,271 ------------------------------------------------------ Operating earnings 74,608 6,221 (1,046) 79,783 Other (income) expense: Interest income (2,986) (178) 2,034 (C) (1,130) Interest expense 8,779 1,477 498 (C) 10,754 Other, net 1,480 201 1,681 ------------------------------------------------------ Earnings before income taxes 67,335 4,721 (3,578) 68,478 Provision for income taxes 26,325 1,673 (988)(C) 27,010 ------------------------------------------------------- Net earnings $ 41,010 $ 3,048 $(2,590) $ 41,468 Primary and fully diluted earnings per share $ 1.38 $ 1.40 ------------------------------------------------------- Weighted-average number of common shares: Primary 29,674 29,674 ------------------------------------------------------- Fully diluted 29,711 29,711 ------------------------------------------------------- See accompanying notes to pro forma condensed consolidated financial statements (unaudited). Watts Industries, Inc. and Subsidiaries and Jameco Industries, Inc., Pibiviesse S.p.A. and Tianjin Tanggu Watts Valve Company Limited Pro Forma Condensed Consolidated Statement of Earnings (Unaudited) Three months ended September 30, 1994 As Reported ------------------------- Watts Industries, Inc. and Pro Forma Pro Forma Subsidiaries Acquisitions Adjustments Consolidated ------------------------------------------------------ (000's omitted, except per-share data) Net sales $152,677 $11,375 $164,052 Cost of goods sold 96,994 6,795 103,789 Selling, general and administrative expenses 34,849 3,606 $ 163 (C) 38,618 ------------------------------------------------------ Operating earnings 20,834 974 (163) 21,645 Other (income) expense: Interest income (750) (24) 347 (C) (427) Interest expense 2,410 139 165 (C) 2,714 Other, net 264 220 484 ------------------------------------------------------- Earnings before income taxes 18,910 639 (675) 18,874 Provision for income taxes 7,520 238 (204)(C) 7,554 ------------------------------------------------------- Net earnings $ 11,390 $ 401 $(471) $ 11,320 Primary and fully diluted earnings per share $ .38 $ .38 ------------------------------------------------------- Weighted-average number of common shares: Primary 29,698 29,698 ------------------------------------------------------ Fully diluted 29,714 29,714 See accompanying notes to pro forma condensed consolidated financial statements (unaudited). Watts Industries, Inc. and Subsidiaries and Jameco Industries, Inc., Pibiviesse S.p.A. and Tianjin Tanggu Watts Valve Company Limited Notes to Pro Forma Condensed Consolidated Financial Statements (Unaudited) September 30, 1994 On November 18, 1994, two wholly-owned indirect subsidiaries of Watts Industries, Inc. acquired from Philabel International NV all of the issued and outstanding capital stock of Philabel NV, a Dutch holding company owning all of the issued and outstanding capital of Pibiviesse S.p.A. (PBVS) for a price of approximately $20,150,000. Accordingly, the balance sheet of PBVS as of September 30, 1994 and related statement of earnings for the three months then ended have been included in the "As Reported Acquisitions" columns of the respective accompanying pro forma condensed consolidated financial statements. Since the acquisitions of Jameco Industries, Inc. and Tanggu Watts occurred on July 28, 1994 and July 15, 1994 (the date of the joint venture's business license approval), respectively, the balance sheet amounts at September 30, 1994 and statement of earnings amounts since the acquisition dates have been included in the "As Reported Watts Industries, Inc. and Subsidiaries" columns for the three months ended September 30, 1994 of the respective accompanying pro forma condensed consolidated financial statements. The operating results of Jameco Industries, Inc. and Tanggu Watts for the period July 1, 1994 to their dates of acquisition were immaterial. The statement of earnings amounts in the "As Reported Acquisitions" column for the year ended June 30, 1994 include the operating results of Jameco Industries, Inc., Tanggu Watts and PBVS for twelve month periods ended on or prior to June 30, 1994. (000's omitted) (A) Reflects reductions in cash and increase in outstanding indebtedness as a result of the acquisition of PBVS. Purchase price: Cash: Purchase price $ 6,800 Professional fees 350 -------- 7,150 Borrowings under revolving line of credit 13,000 -------- $20,150 (B) Under purchase accounting, PBVS's assets and liabilities are required to be adjusted to their estimated fair values. The estimated fair value adjustments have been determined by Watts Industries, Inc. based upon available information. The following are the pro forma adjustments made to reflect PBVS's fair values as of September 30, 1994. Net Assets ---------- Amounts reported by PBVS $ 1,904 Fair value adjustments, net of estimated future tax effects, if any: Cost in excess of net assets acquired 18,246 -------- $20,150 Watts Industries, Inc. and Subsidiaries and Jameco Industries, Inc., Pibiviesse S.p.A. and Tianjin Tanggu Watts Valve Company Limited Notes to Pro Forma Condensed Consolidated Financial Statements (unaudited)(continued) (000's omitted) (C) For purposes of determining the pro forma effect of the acquisitions on the Watts Industries, Inc. consolidated statements of earnings, the following pro forma adjustments have been made: Three months Year ended ended June 30 September 30 1994 1994 ------------------------------ Increase (Decrease) in Income 1. Decrease in investment income resulting from the reduction of short-term investments $(2,034) $(347) 2. Interest expense on revolving line of credit at LIBOR plus 25 basis points (498) (165) 3. Decrease in income tax provision associated with 1. and 2., above 988 204 4. Amortization over 40 years of cost in excess of net assets acquired (1,046) (163) ----------------------------- $(2,590) $(471) -----END PRIVACY-ENHANCED MESSAGE-----