-----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, AQh3HoRPpL7Y1Mq/1NF2RIt1AGFdlrLTJVgXgPBvZRK+603H15xu+JicLVO10Vfs W28o4l5EEWZTFEj27IUpXw== 0000093469-97-000010.txt : 19971205 0000093469-97-000010.hdr.sgml : 19971205 ACCESSION NUMBER: 0000093469-97-000010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971201 ITEM INFORMATION: FILED AS OF DATE: 19971204 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: 97732190 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 8-K SPINOFF OF PENTON 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): December 1, 1997 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 INFORMATION TO BE INCLUDED IN THE REPORT Item 5. Other Events On December 1, 1997, Registrant announced that its Penton Publishing subsidiary has signed letters of intent to acquire three separate business media companies. One of the acquisitions is contingent on Registrant spinning off Penton to the Registrant's shareholders in a tax-free distribution which, in turn, is subject to receipt of a favorable ruling on the spinoff from the Internal Revenue Service. The spinoff and acquisitions are more fully described in the press release filed as Exhibit 99 hereto, the first three paragraphs and last paragraph of which press release are hereby incorporated by reference. Item 7. Financial Statements and Exhibits (c) Exhibits. Sequentially Exhibit No. Description Numbered Pages 99 Press release 4-5 dated December 1, 1997 - 2 - 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: December 3, 1997 By: /s/ Paul R. Gauvreau Paul R. Gauvreau Financial Vice President and Treasurer - 3 - EX-99 2 PRESS RELEASE Exhibit 99 FOR IMMEDIATE RELEASE Contact: Pittway Corporation, Chicago Edward J. Schwartz, 312/831-1070 For background information on Pittway: Edelman Worldwide, Chicago Mark McCall, 312/240-2640 PITTWAY PLANS PENTON SPINOFF; PENTON TO ACQUIRE THREE COMPANIES Chicago, IL (December 1, 1997) -- Pittway Corporation (NYSE: PRYA) announced today that its Penton Publishing subsidiary has signed letters of intent to acquire three separate business media companies. One of the acquisitions is contingent on Pittway spinning off Penton to the Pittway shareholders in a tax-free distribution. Although Pittway did not identify the three privately owned companies or provide other details of the transactions, it anticipates that, in the aggregate, they will add 10 to 15 percent to Penton's sales. All three acquisitions are subject to the execution of definitive combination agreements, among other conditions. In addition, the acquisition tied to the spinoff is subject to receipt of a favorable ruling on the spinoff from the Internal Revenue Service. Pittway expects the acquisition/spinoff to be completed in the second quarter of 1998. The other two transactions are expected to close in the next thirty to sixty days. As required by Pittway's charter, the spinoff distribution of Penton will be made proportionately to all Pittway stockholders without distinction between Pittway's Common and Class A shares. The number of shares of Penton stock to be distributed per share of Pittway stock has not been determined at this time. In making the announcement, King Harris, President and CEO of Pittway, stated: "Penton is about to take another important step in its distinguished 105-year history. Its resurgence over the last five years will be aided further by these new media properties. The acquisitions also will add seasoned professional management teams to Penton's own first-rate management group. Tom Kemp, Penton's CEO, is fully committed to expanding Penton's business and making it one of the leading media companies in the United States. We expect Penton to thrive as a free-standing, publicly traded company." Penton is a publisher and printer of trade magazines, directories and other business-to-business media products and a producer of trade shows, conferences and direct mail marketing materials. In 1996 Penton had revenues of $188 million, or 17 percent of Pittway's consolidated revenues. For the first nine months of 1997, Penton's revenues were $153 million, 10 percent ahead of year ago amounts. Substantially all of Pittway's other revenues come from its alarm group, which manufactures and distributes burglar and commercial fire alarm equipment and other low voltage products. This press release, other than historical financial information, contains forward-looking statements that involve a number of risks and uncertainties. Important factors that could cause actual results to differ materially from those indicated by such forward looking statements include: the risk that one or more of the pending acquisitions will not be be completed, that the spinoff may not occur and that the anticipated financial results for one or more of the companies to be acquired may not be achieved, and other factors set forth in Item 1 of Pittway's annual report on Form 10-K for the year ended December 31, 1996. These include risks and uncertainties relating to government regulation, competition and technological change, intellectual property rights, capital spending, international operations, and risks associated with the Company's acquisition strategies. # # # -----END PRIVACY-ENHANCED MESSAGE-----