-----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, DZ/viEfhEgPc5RtpeuVFSnJZuY2LMweR4EhlEvi0D6+BAhQypU2rWhaV2U1waWC9 IhD1qF/d3kMAJ57TvL37nw== 0000093469-98-000006.txt : 19980812 0000093469-98-000006.hdr.sgml : 19980812 ACCESSION NUMBER: 0000093469-98-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980807 ITEM INFORMATION: FILED AS OF DATE: 19980811 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PITTWAY CORP /DE/ CENTRAL INDEX KEY: 0000093469 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 135616408 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-04821 FILM NUMBER: 98682018 BUSINESS ADDRESS: STREET 1: 200 S WACKER DR STE 700 CITY: CHICAGO STATE: IL ZIP: 60606-5802 BUSINESS PHONE: 3128311070 MAIL ADDRESS: STREET 1: 200 S WACKER DR STE 700 CITY: CHICAGO STATE: IL ZIP: 60606-5802 FORMER COMPANY: FORMER CONFORMED NAME: STANDARD SHARES INC DATE OF NAME CHANGE: 19900321 FORMER COMPANY: FORMER CONFORMED NAME: STANDARD POWER & LIGHT CORP DATE OF NAME CHANGE: 19660905 8-K 1 FORM 8-K 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): August 11, 1998 PITTWAY CORPORATION (Exact name of registrant as specified in its charter) Delaware 13-5616408 (State or other jurisdiction (IRS Employer of incorporation) Identification Number) 1-4821 (Commission File Number) 200 South Wacker Drive, Suite 700, Chicago, Illinois 60606-5802 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (312) 831-1070 1 INFORMATION TO BE INCLUDED IN THE REPORT Item 2. Acquisition or Disposition of Assets In a Form 8-k dated December 1, 1997, the Registrant originally announced plans to distribute its Penton Publishing subsidiary to stockholders in a tax-free spin-off as part of an agreement to combine Penton with a privately owned company, later identified as Donohue Meehan Publishing Company, through an exchange of shares. The spin-off was completed on August 7, 1998. The spin-off distribution consisted of one share of Penton common stock for each share of Pittway stock outstanding, without distinction between Pittway's Common and Class A shares. The spin-off is more fully described in the press release filed as Exhibit 99 hereto, the first paragraph of which press release is hereby incorporated by reference. Item 5. Other Events Pittway declared a 2-for-1 stock split in the form of a 100% stock dividend on its Common and Class A Common stock payable September 11, 1998 to stockholders of record September 1, 1998. The stock split is described in the press release filed as Exhibit 99 hereto, the third paragraph of which press release is hereby incorporated by reference. Item 7. Financial Statements and Exhibits (a) Financial statements of Businesses Acquired None (b) Pro Forma Financial Information Unaudited pro forma condensed consolidated financial information: Introduction Page 4 Balance Sheet as of June 30, 1998 Page 5 Statement of Income for the six month period ended June 30, 1998 and the year ended December 31, 1997 Page 6 2 Item 7. (continued) (c) Exhibits. Ex. No. Description 2 Combination Agreement, dated May 21, 1998, by and among Penton Media, Inc., DM Acquisition Corp., Pittway Corporation, Donohue Meehan Publishing Company, William C. Donohue, and John J. Meehan (incorporated by reference to Exhibit 2.1 of the Penton Media, Inc. S-1 Registration Statement Number 333-56877 filed with the commission on June 15, 1998). 99 Press release dated August 7, 1998 Page 8-9 3 PITTWAY CORPORATION INTRODUCTION TO UNDAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION The following unaudited pro forma condensed consolidated financial information is based on the historical consolidated financial statements of Pittway Corporation (the "Company") and gives effect to the distribution of Penton Media, Inc. to the stockholders of the Company. The unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 1998 presents the financial position of the Company assuming the distribution of Penton Media had been completed as of that date. The unaudited Pro Forma Condensed Consolidated Statement of Income for the six month period ended June 30, 1998 and the year ended December 31, 1997 present the results of operations of the Company assuming that the distribution had been completed on January 1 of the respective period. This statement also presents pro forma net income per share giving effect to the 2-for-1 stock split declared by the Board of Directors, payable September 11, 1998 to stockholders of record September 1, 1998. The unaudited pro forma condensed consolidated financial information should be read in conjunction with the historical consolidated financial statements and notes thereto in the Company's 1997 Annual Report. The pro forma information presented is for information purposes only and may not necessarily reflect future results of operations or financial position or what the results of operations or financial position would have been had the distribution actually taken place at the beginning of the period or as of the dates specified. 4 PITTWAY CORPORATION AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET JUNE 30, 1998 (Unaudited; Dollars in Thousands) ASSETS Cash and marketable securities............ $ 49,340 Accounts and notes receivable, net........ 231,220 Inventories............................... 262,163 Other current assets...................... 26,336 Total current assets.................... 569,059 Property, plant and equipment............. 255,467 Less: Accumulated depreciation............ (124,207) 131,260 Marketable securities..................... 44,195 Investment in affiliate................... 28,343 Leverage leases, real estate and other ventures.......................... 58,859 Intangible assets, net.................... 67,904 Other assets.............................. 40,471 Total non-current assets................ 371,032 Total assets.......................... $ 940,091 LIABILITIES AND STOCKHOLDERS' EQUITY Notes payable............................. $ 68,468 Accounts payable.......................... 148,056 Other current liabilities................. 67,005 Total current liabilities............... 283,529 Long-term debt............................ 99,325 Income taxes.............................. 50,905 Litigation................................ 43,000 Other deferred liabilities................ 8,973 Total liabilities....................... 485,732 Common capital stock...................... 21,218 Capital in excess of par value............ 36,323 Retained earnings......................... 387,790 Cumulative marketable securities valuation adjustment..................... 17,533 Cumulative foreign currency translation adjustment............................... (8,505) Total stockholders' equity.............. 454,359 Total liabilities and equity.......... $ 940,091 Note: This pro forma statement presents the historical consolidated balance sheet adjusted to eliminate the $60,699 "Investment in discontinued operations" from historical assets and a corresponding reduction in the historical "Retained earnings" balances. 5 PITTWAY CORPORATION AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND THE YEAR ENDED DECEMBER 31, 1997 (Unaudited; Dollars in Thousands, Except Per Share Data)
Jun. 30, December 31, 1997 1998 Pro Forma Pro Forma Historical Adjustments Pro Forma NET SALES.......................... $629,677 $1,348,703 $(204,931) $1,143,772 OPERATING EXPENSES: Cost of sales..................... 400,764 818,107 (94,560) 723,547 Selling, general and administrative................... 167,323 388,106 (78,523) 309,583 Provision for patent litigation... 43,000 Depreciation and amortization..... 16,876 34,660 (6,519) 28,141 627,963 1,240,873 (179,602) 1,061,271 OPERATING INCOME................... 1,714 107,830 (25,329) 82,501 OTHER INCOME (EXPENSE): Gain on affiliate capital transactions.................... 6,396 6,396 Equity in affiliate's acquisition charge-off........... (18,943) (18,943) Equity in affiliate's gain on divestiture................... 6,646 Interest expense.................. (6,573) (11,693) 841 (10,852) Income from investments and other interest................... 7,926 5,798 (4) 5,794 Miscellaneous, net................ (473) (560) (1,046) (1,606) 7,526 (19,002) (209) (19,211) INCOME BEFORE INCOME TAXES......... 9,240 88,828 (25,538) 63,290 PROVISION FOR INCOME TAXES......... 3,311 33,314 (10,632) 22,682 NET INCOME......................... $ 5,929 $ 55,514 $ (14,906) $ 40,608 NET INCOME PER SHARE OF COMMON AND CLASS A STOCK: Basic............................ $ .28 $ 2.65 $ 1.94 Diluted.......................... $ .28 $ 2.61 $ 1.91 AVERAGE SHARES OUTSTANDING (000's). 21,115 20,979 20,979 AVERAGE SHARES AND DILUTIVE EQUIVALENTS OUTSTANDING (000's)... 21,538 21,251 21,251 PRO FORMA NET INCOME PER SHARE OF COMMON AND CLASS A STOCK GIVING EFFECT TO THE 2-FOR-1 STOCK SPLIT Basic............................ $ .14 $ 1.32 $ .97 Diluted.......................... $ .14 $ 1.31 $ .96 Note: The June 30, 1998 pro forma statement of income presents the historical statement of income adjusted to eliminate "Income from discontinued operations" of $7,609 from the historical results of operations. The December 31, 1997 pro forma statement of income reflects adjustments to remove Penton's results of operations from Pittway's historical statement of income.
6 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. PITTWAY CORPORATION (Registrant) Dated: August 11, 1998 By: /s/ Paul R. Gauvreau Paul R. Gauvreau Financial Vice President, Treasurer and Chief Financial Officer 7 EX-99 2 EXHIBIT 99 PRESS RELEASE FROM: Edelman Worldwide FOR: Pittway Corporation Financial Relations 200 South Wacker Drive 200 East Randolph Drive Suite 700 Chicago, Illinois 60601 Chicago, IL 60606-5802 Phone: (312) 240-2640 Phone: (312) 831-1070 Penton Media, Inc. 1100 Superior Avenue Cleveland, OH 44114 Phone: (216) 696-7000 FOR IMMEDIATE RELEASE For further information contact Mark McCall at Edelman, Edward J. Schwartz at Pittway or Mary Abood at Penton Media. PITTWAY SPINS OFF PENTON MEDIA; PENTON ACQUIRES DONOHUE MEEHAN PUBLISHING Chicago, Illinois, August 7, 1998 --- Pittway Corporation (NYSE: PRYA) and Penton Media, Inc. (NYSE) jointly announced the completion of the tax-free spin-off of Penton from Pittway. The spin-off distribution consists of one share of Penton common stock for each share of Pittway stock outstanding, without distinction between Pittway's Common and Class A shares. Penton is newly listed on the New York Stock Exchange and will begin trading on August 10, 1998. Its ticker symbol is PME. Immediately after the spin-off, Penton completed the acquisition of Donohue Meehan Publishing Company, which serves the baking and convenience store markets. As a result of the spin-off and acquisition, Pittway shareholders collectively own 93.2 percent of Penton and the two DM Publishing shareholders own 6.8 percent. Pittway previously announced that, after the spin-off, it will split its Common and Class A Common stock 2-for-1, payable September 11, 1998 to stockholders of record September 1, 1998. Penton is a business media company that publishes and prints trade magazines and directories and produces trade shows, conferences, electronic media products and direct mail marketing materials. Pittway is a manufacturer and distributor of burglar and commercial fire alarm equipment and other low voltage products. # # # -----END PRIVACY-ENHANCED MESSAGE-----