-----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, HN4k11Y8dIS9YH2kFeCSQEpZBCcIvi4J3ijvopmOeyoQpkys/QdOn9o9JBSsBE83 yeR0PgWf8WZx/Oz9ZWMOHw== 0000091817-97-000006.txt : 19970520 0000091817-97-000006.hdr.sgml : 19970520 ACCESSION NUMBER: 0000091817-97-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970516 ITEM INFORMATION: Acquisition or disposition of assets FILED AS OF DATE: 19970516 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORE INDUSTRIES INC CENTRAL INDEX KEY: 0000091817 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] 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: 97610247 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) Commission file number 1-5024 ----------------------------- Nevada 38-1052434 - ---------------------------- ------------------------------------ (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation) P. O. Box 2000, Bloomfield Hills, Michigan 48304 - ------------------------------------------ ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (248) 642-3400 -------------- ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On May 7, 1997, Core Industries Inc (the "Registrant") acquired substantially all of the assets of Air Gage Company, a privately held producer of gaging products and systems for cash of approximately $18 million. Air Gage has annual sales in excess of $30 million. A copy of the press release dated May 8, 1997 issued by the Registrant related to the acquisition of Air Gage is attached as Exhibit 99 hereto and is incorporated by reference. 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. Date: May 16, 1997 CORE INDUSTRIES INC ---------------- By: /s/ MARK J. MACGUIDWIN ---------------------- Mark J. MacGuidwin V.P.-Finance and CFO INDEX TO EXHIBITS Exhibit Number Description 99 Press release of the Registrant issued May 8, 1997. 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: (248) 642-3400 FAX: (248) 642-6816 NEWS RELEASE FOR IMMEDIATE RELEASE Contact: Mark J. MacGuidwin May 8, 1997 Telephone: (248) 901-1575 E-mail: macguid@core-ind.com CORE INDUSTRIES ACQUIRES GAGE BUSINESS Core Industries Inc (NYSE: CRI) today announced that it has acquired substantially all of the assets of Air Gage Company, a privately held producer of gaging products and systems. Air Gage, located in Livonia, Michigan, has annual sales in excess of $30 million. It complements Core Industries' position in the test, measurement and control industry, especially Core's GSE, Inc. subsidiary. The business was purchased for cash of approximately $18 million. Core's management expects the acquisition to be immediately accretive to earnings per share. Air Gage manufactures an extensive line of air, electronic, and computerized gaging and inspection systems that are used primarily in the manufacture of automotive vehicles and parts. The company is the world's second largest manufacturer of these types of gaging systems and is a preferred supplier to several vehicle manufacturers. Air Gage will continue to operate with its current management and with Dominic Persichini, the founder of Air Gage remaining as President of Air Gage. Lawrence J. Murphy, Core's Executive Vice President responsible for acquisitions, said "The acquisition of Air Gage represents a significant step in our strategic plan to grow Core Industries, especially in our Test, Measurement and Control segment. Air Gage will allow Core to leverage GSE's strong position in advanced assembly markets with Air Gage's strong Tier 1 status. It strengthens our ability to deliver greater integrated high tech solutions for vehicle and component assembly applications. Air Gage also brings significant machining capacity and capabilities to Core Industries. We also are delighted to have Dominic Persichini and his fine management team join the Core Industries family." Mr. Murphy added, "Air Gage's position as a world class supplier of both standard and customized gages and services makes it an excellent addition to Core. We were attracted to Air Gage because of its outstanding reputation, its devotion to world class quality standards, its dynamic management team, and the opportunities to leverage its position with that of our GSE business which is dramatically growing its advanced assembly solutions capabilities beyond merely tool supply." Core Industries Inc manufactures specialty products in three segments: Fluid Controls and Construction Products; Test, Measurement and Control; and Farm Equipment. Core's Internet address is http://www.core-ind.com EX-27 3 EXHIBIT 27
5 6-MOS AUG-31-1997 SEP-01-1996 FEB-28-1997 481,000 0 56,460,000 (1,410,000) 58,548,000 118,138,000 64,057,000 36,155,000 183,818,000 41,633,000 28,410,000 0 0 11,276,000 96,583,000 183,818,000 116,255,000 116,255,000 76,217,000 104,895,000 (667,000) 0 1,499,000 10,528,000 3,900,000 6,628,000 0 0 0 6,628,000 .62 .62
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