-----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, KdMDmgb53vj8P6xcHZh0bmOt5KddJ2Xc6s5v1VQFwfp4vjXwO9YOYb9xoLmuzxtr Iun59ABgOBP08v+NOUP0Hw== 0000809066-96-000002.txt : 19960328 0000809066-96-000002.hdr.sgml : 19960328 ACCESSION NUMBER: 0000809066-96-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 19960327 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NYCOR INC /DE/ CENTRAL INDEX KEY: 0000809066 STANDARD INDUSTRIAL CLASSIFICATION: AIR COND & WARM AIR HEATING EQUIP & COMM & INDL REFRIG EQUIP [3585] IRS NUMBER: 222748564 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15299 FILM NUMBER: 96539296 BUSINESS ADDRESS: STREET 1: 287 CHILDS RD CITY: BASKING RIDGE STATE: NJ ZIP: 07920 BUSINESS PHONE: 9089538200 MAIL ADDRESS: STREET 1: 287 CHILDS RD CITY: BASKING RIDGE STATE: NJ ZIP: 07920 FORMER COMPANY: FORMER CONFORMED NAME: NYCOR INC/DE DATE OF NAME CHANGE: 19870203 8-K 1 PAGE 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 (Date of earliest event reported): January 29, 1996 NYCOR, INC. - ----------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware - ----------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-15299 22-2748564 ------- ---------- (Commission File Number) (IRS Employer Identification Number)
287 Childs Road Basking Ridge, New Jersey 07920 ------------------------- ----- (Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (908) 953-8200 Item 5. Other Events On January 29, 1996, the announced its financial results for the year ended December 31, 1995. In accordance with General Instruction F to Form 8-K, a copy of the Registrant's Press Release dated January 29, 1996 is attached hereto as Exhibit 20 and is incorporated herein by reference. Item 7. Financial Statements and Exhibits (c) Exhibits 20 News Release dated January 29, 1996. SIGNATURE 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 hereunto duly authorized. NYCOR, INC. BY: /s/ Kent E. Hansen Vice President-Finance and General Counsel Date: March 27, 1996 Signing both in his capacity as Vice President of the Registrant and as Chief Financial Officer of the Registrant ITEM 7. Financial Statements and Exhibits (c) Exhibits Exhibit 20 NYCOR Reports 1995 Loss; Declares Regular Quarterly Dividend on - --------------------------------------------------------------- Preferred Stock - --------------- Basking Ridge, NJ -- January 29, 1996 -- NYCOR, Inc. (NASDAQ: NYCOA) reported a loss of $4.1 million, or 79 cents per share, on revenues of $78.9 million, for the year ending December 31, 1995. In 1994 the company earned $0.64 million, or a loss of 17 cents per share, after giving effect to Preferred Stock dividends, on revenues of $75 million. In the fourth quarter, NYCOR had a loss of $0.95 million, or 19 cents per share, on revenues of $22.3. Fourth quarter earnings in 1994 were $0.06 million, or a loss of 5 cents per share, after giving effect to Preferred Stock dividends, on revenues of $19 million. The company stated that its earnings continue to be impacted by manufacturing inefficiencies at its compressor operations as efforts to operate an automated assembly system delivered in the third quarter of 1995 continue. The company continues to expect that in 1996 there will be a strong demand for rotary air conditioner compressors as a result of the global shortage of compressors and that the investments made in 1995 to improve efficiency at its compressor operations will favorably impact 1996 results. The company also stated that it believes management at its Melcor operation, which produces thermoelectric heating and cooling modules, is positioning Melcor to take advantage of opportunities in the markets it serves. The company has previously announced its agreement to merge with Fedders Corporation, subject to approval of the stockholders of both companies. The company also announced that the Board of Directors has declared a dividend of $0.425 per share of its $1.70 Convertible Exchangeable Preferred Stock, to be paid March 15, 1996 to stockholders of record on March 1, 1996. The company's preferred stock will be exchanged on March 15, 1996 for 8 1/2% Convertible Subordinated Debentures due 2012. NYCOR, Inc. ------------ Results of the year ended December 31,1995 (Amounts in Thousands, Except Per Share Data) Twelve Months Ended Dec. 31 ------------- 1995 1994 ---- ---- Net Sales $78,867 $75,237 Net Income (loss) $(4,061) $ 635 Net income (loss) per share $ (0.79) $(0.17) Weighted average shares 7,580 7,583 Preferred stock dividends $ 1,955 $ 1,955
Fourth Quarter Ended Dec. 31 1995 1994 ---- ---- Net Sales $22,280 $19,122 Net Income (loss) $ (947) $ 60 Net income (loss) per share $(0.19) $(0.05) Weighted average shares 7,580 7,580 Preferred stock dividends $ 489 $ 489
-----END PRIVACY-ENHANCED MESSAGE-----