-----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, SOitYdJw34PQ2wi3Z9KgtcQmwOQBKePizCPEdz2n1tsyCWlvOKt8QrUj7rbqHrVv natQrkGO/iiAFYxA+DheCw== 0000091817-95-000009.txt : 19951226 0000091817-95-000009.hdr.sgml : 19951226 ACCESSION NUMBER: 0000091817-95-000009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19951222 ITEM INFORMATION: Acquisition or disposition of assets FILED AS OF DATE: 19951222 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORE INDUSTRIES INC CENTRAL INDEX KEY: 0000091817 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 381052434 STATE OF INCORPORATION: NV FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05034 FILM NUMBER: 95604184 BUSINESS ADDRESS: STREET 1: PO BOX 2000 STREET 2: 500 NORTH WOODWARD CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 BUSINESS PHONE: 3136423400 MAIL ADDRESS: STREET 1: PO BOX 2000 STREET 2: 500 NORTH WOODWARD CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 FORMER COMPANY: FORMER CONFORMED NAME: SOS CONSOLIDATED INC DATE OF NAME CHANGE: 19780228 FORMER COMPANY: FORMER CONFORMED NAME: SOSS MANUFACTURING CO DATE OF NAME CHANGE: 19690218 8-K 1 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 CORE INDUSTRIES INC (Exact name of registrant as specified in its charter) Nevada 1-5024 38-1052434 (State or other jurisdiction (Commission file IRS Employer of incorporation) Number) Identification No.) P. O. Box 2000, Bloomfield Hills, Michigan 48304 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (810) 642-3400 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On December 15, 1995, Core Industries Inc (the "Registrant") acquired CMB Industries ("CMB") in a merger transaction. CMB, a privately held producer of specialty valves, has annual revenues of approximately $30 million. CMB stock was acquired by the Registrant in the merger. The capital investment was a combination of debt assumptions and notes payable issued totaling $13,550,000 and 857,283 shares of the Registrant's common stock, which stock had a closing price of $13.50 per share on December 14, 1995. Subsequent to the transaction there were 10,682,295 shares of the Registrant's common stock issued and outstanding. A copy of the press release dated December 15, 1995 issued by the Registrant relating to the closing of the sale is attached as Exhibit 99 hereto and is incorporated by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements As of the date of filing of this Current Report on Form 8-K it is impractical for the Registrant to provide the financial statements required by this Item 7(a). In accordance with Item 7(a)(4) of Form 8-K, such financial statements shall be filed by amendment to this Form 8-K no later than 60 days after December 15, 1995. (b) Pro Forma Financial Information As of the date of filing of this Current Report on Form 8-K it is impractical for the Registrant to provide the pro forma financial information required by this Item 7(b). In accordance with Item 7(b) of Form 8-K, such financial statements shall be filed by amendment to this Form 8-K no later than 60 days after December 15, 1995. (c) Exhibits 99 Press release dated December 15, 1995. 27 Financial Data Schedule 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 hereunto duly authorized. CORE INDUSTRIES INC By: /s/ RAYMOND H. STEBEN, JR. Raymond H. Steben, Jr. V.P.-Finance and CFO Dated: December 22, 1995 EXHIBIT INDEX Exhibit Number Description 99 Press release of the Registrant issued December 15, 1995. 27 Financial Data Schedule EX-99 2 EXHIBIT 99 Core Industries Inc 500 North Woodward P. O. Box 2000 Bloomfield Hills, MI 48303-2000 Telephone: (810) 642-3400 FAX: (810) 642-6816 NEWS RELEASE FOR IMMEDIATE RELEASE Contact: Raymond H. Steben, Jr. December 15, 1995 (810) 901-1575 CORE INDUSTRIES ACQUIRES CMB INDUSTRIES Core Industries Inc (NYSE: CRI), an expanding industrial manufacturer of specialized products, today announced the acquisition of CMB Industries Inc. CMB is a privately held producer of specialty valves, which further broadens Core's growing product line of specialty valves. CMB, located in Fresno, California, has annual revenues of approximately $30 million. CMB stock was purchased with a combination of debt and approximately 857,000 shares of Core common stock. Core management expects the acquisition to be slightly accretive to fiscal 1996 earnings. CMB manufactures proprietary Febco backflow prevention valves and Bailey Polyjet sleeve valves. Backflow prevention valves are used in a wide variety of commercial and industrial applications to ensure the quality of potable water. Sleeve valves are used in high-pressure reducing applications. CMB will continue to operate with its existing management while certain functions will be integrated with Core's Fluid Control Group (CFCG), led by Robert Whritenour. David R. Zimmer, Core's President and Chief Executive Officer, said "The acquisition of CMB, and our recently announced intent to discontinue the Cherokee switching power supply business, represent two significant steps in our strategic plan to enhance Core's focus businesses of fluid control; test, measurement and control; and farm equipment. The addition of CMB fortifies CFCG's position as a leading supplier to the specialty flow control market. Over the past two years, we have been aggressively expanding this aspect of our business and are extremely pleased with its progress." "CMB's market position as the second-largest manufacturer of backflow prevention valves in the world and the leading producer of sleeve valves makes it an excellent addition to the Core Fluid Control Group," commented Lawrence J. Murphy, Core's Executive Vice President responsible for acquisitions. "CFCG's specialty flow control products and cast and fabricated strainers are sold through similar distribution channels to similar industrial and commercial end users. We were attracted to CMB because of its outstanding reputation, strong and capable management, financial growth opportunities, and the benefits we perceive in combining their marketing and product development efforts with those of CFCG." For fiscal 1995, which ended August 31, Core Industries reported income from continuing operations of $10.7 million, or $1.09 per share, on sales of $187.9 million. The company expects to report fiscal 1996 first quarter financial results by December 20, 1995. Core Industries Inc manufactures specialty products for three segments: Fluid Control and Construction Products; Test, Measurement and Control; and Specialty Farm Equipment. EX-27 3 EXHIBIT 27
5 3-MOS YEAR AUG-31-1995 AUG-31-1995 JUN-01-1995 SEP-01-1994 AUG-31-1995 AUG-31-1995 1,135,000 1,135,000 0 0 45,234,000 45,234,000 (1,020,000) (1,020,000) 41,276,000 41,276,000 108,318,000 108,318,000 55,174,000 55,174,000 (32,332,000) (32,332,000) 146,247,000 146,247,000 27,993,000 27,993,000 32,609,000 32,609,000 11,219,000 11,219,000 0 0 0 0 69,794,000 69,794,000 81,013,000 81,013,000 47,465,000 187,897,000 47,465,000 187,897,000 30,351,000 121,088,000 11,833,000 47,490,000 (332,000) (929,000) 0 0 798,000 3,355,000 4,815,000 16,893,000 1,711,000 6,200,000 3,104,000 10,693,000 (6,792,000) (6,865,000) 0 0 0 0 (3,688,000) 3,828,000 (.38) .39 (.38) .39
-----END PRIVACY-ENHANCED MESSAGE-----