-----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, CD1RCGs6AOLvPR+mUdn0pol+cjoZxh9j/PCSnHJk5SctanJqjKckh6aYznp7NFGY zzkXPHk2QdfOkRWIcGpPJQ== 0000950150-97-000379.txt : 19970325 0000950150-97-000379.hdr.sgml : 19970325 ACCESSION NUMBER: 0000950150-97-000379 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970107 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970324 SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BELL INDUSTRIES INC CENTRAL INDEX KEY: 0000945489 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 954530889 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-11471 FILM NUMBER: 97561683 BUSINESS ADDRESS: STREET 1: 11812 SAN VICENTE BLVD CITY: LOS ANGELES STATE: CA ZIP: 90049-5069 BUSINESS PHONE: 3108262355 MAIL ADDRESS: STREET 1: 11812 SAN VICENTE BLVD CITY: LOS ANGELES STATE: CA ZIP: 90049-5069 FORMER COMPANY: FORMER CONFORMED NAME: CALIFORNIA BELL INDUSTRIES INC DATE OF NAME CHANGE: 19950519 8-K/A 1 AMMENDMENT TO FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): January 7, 1997 BELL INDUSTRIES, INC. (Exact name of registrant as specified in charter)
California 1-11471 95-2039211 - ---------------------------------------------------------------------------------------------- (State of incorporation) (Commission File Number) (IRS Identification No.)
11812 San Vicente Blvd., Suite 300 Los Angeles, CA 90049 - ------------------------------------------------------------------------------------------------------ (Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 826-2355. N/A -------------------------------------------------------------- (Former name or former address, if changed since last report.) 2 Item 2. Acquisition or Disposition of Assets On November 26, 1996, Bell Industries, Inc., a California corporation ("Bell" or the "Registrant"), ME Acquisition, Inc., a New York corporation and wholly-owned subsidiary of the Registrant (the "Purchaser"), and Milgray Electronics, Inc., a New York corporation ("Milgray"), executed an Agreement and Plan of Merger (the "Merger Agreement"), which provided for the merger of the Purchaser with and into Milgray and the conversion of all of the outstanding shares (the "Shares") of common stock of Milgray, into the right to receive cash in the amount of $14.77 per Share. On December 4, 1996 Registrant commenced a tender offer for the outstanding shares of Milgray common stock. The tender offer expired on January 7, 1997 at which time Purchaser had acquired 6,582,250 Shares, representing approximately 97.1% of the outstanding Shares. Pursuant to the terms of the Merger Agreement, on January 15, 1997, the Purchaser was merged with and into Milgray. The aggregate purchase price paid for the Shares in the Tender Offer and the Merger was approximately $100 million. In order (i) to finance the purchase of the Shares pursuant to the Tender Offer and the Merger and to pay certain related fees and expenses related to the Tender Offer and the Merger, (ii) to refinance certain existing debt of the Registrant and, after consummation of the Merger, Milgray, and (iii) for working capital and general corporate purposes of the Registrant and its subsidiaries, the Registrant obtained a $250 million credit facility from Union Bank of California, N.A. pursuant to a credit agreement (the "Credit Agreement") dated as of January 7, 1997. The Credit Agreement provides for credit facilities relating to the Tender Offer consisting of a tender loan of up to $175 million, which was repaid on the effective date of the Merger, a $50 million term loan facility and a $200 million revolving credit facility which will be available from time to time on and after the effective date of the Merger. The foregoing description of the Merger Agreement and Credit Agreement is qualified in its entirety by reference to the underlying agreements, copies of which are attached as Exhibits 2.1 and 10.1 to the Form 8-K filed on January 22, 1997. This Form 8-K/A is an Amendment to the Form 8-K filed on January 22, 1997 for the purpose of including the pro forma combined financial information of Bell and Milgray. 3 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (b) Pro forma financial information. Attached on Exhibit (99.4) is unaudited pro forma financial information for the Registrant and Milgray Electronics, Inc. (c) Exhibit (99.4) Unaudited pro forma financial information for the Registrant and Milgray Electronics, Inc. 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. BELL INDUSTRIES, INC. Dated: March 24, 1997 By: /s/ TRACY A. EDWARDS ---------------------------------- Tracy A. Edwards Vice President and Chief Financial Officer EX-99.4 2 PRO FORM FINANCIAL INFORMATION 1 Exhibit (99.4) Page 1 of 3 BELL INDUSTRIES, INC. Pro Forma Financial Information (Unaudited) The following unaudited pro forma financial information includes the effects of the acquisition of Milgray Electronics, Inc. (Milgray) in a transaction to be accounted for under the purchase method of accounting. Under the terms of the acquisition, shareholders of Milgray received cash of $14.77 per share of common stock for an aggregate purchase price of approximately $100 million. Concurrent with the acquisition, Bell entered into a five-year $250 million secured revolving credit facility with a syndicate of banks to finance the purchase of Milgray, retire all existing debt of both companies and provide for on-going working capital requirements. Pro forma financial information has been prepared based on the historical financial statements of Bell and Milgray. Bell has a December 31 year end while Milgray had a September 30 fiscal year end before the acquisition. The Pro Forma Combined Balance Sheet of Bell at December 31, 1996 reflects the acquisition of Milgray on that date based upon the agreed purchase price. The Pro Forma Combined Statement of Income combines the historical statement of income of Bell for the year ended December 31, 1996 with the historical statement of income of Milgray for the twelve months ended December 31, 1996. Milgray's financial statements for the twelve month period were derived from Milgray's financial statements for the nine months ended September 30, 1996 and its financial statements for the three months ended December 31, 1996. These unaudited pro forma financial statements should be read in conjunction with the historical financial statements and the notes thereto. The Pro Forma Combined Statement of Income presented herein may not be indicative of the operating results that would have been achieved had the acquisition of Milgray taken effect at the beginning of the periods presented, and should not be construed as representative of future results of operations. 2 Exhibit (99.4) Page 2 of 3 BELL INDUSTRIES, INC. Pro Forma Combined Balance Sheet December 31, 1996 (In thousands) (Unaudited) The following unaudited Pro Forma Combined Balance Sheet has been prepared to reflect the acquisition of Milgray Electronics, Inc. by Bell as of December 31, 1996.
Pro Forma Pro Forma Bell Milgray Adjustments Combined -------- -------- -------- -------- ASSETS Current assets: Accounts receivable, net $ 83,155 $ 39,149 $ (1,000) (a) $121,304 Inventories 104,049 59,017 (6,842) (a) 156,224 Other current assets 17,917 3,671 5,782 (a) 27,370 -------- -------- -------- -------- Total current assets 205,121 101,837 (2,060) 304,898 Properties, net 22,049 3,748 122 (a) 25,919 Goodwill and other assets 14,140 924 66,278 (b) 81,342 -------- -------- -------- -------- $241,310 $106,509 $ 64,340 $412,159 ======== ======== ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 43,839 $ 26,455 $ $ 70,294 Accrued liabilities 20,350 4,294 6,212 (a) 30,856 Current portion of long-term liabilities 8,076 1,607 (c) 9,683 -------- -------- -------- -------- Total current liabilities 72,265 30,749 7,819 110,833 -------- -------- -------- -------- Long-term liabilities: Long-term debt 24,571 28,432 102,954 (c) 155,957 Other long-term liabilities 6,013 327 568 (a) 6,908 -------- -------- -------- -------- Total long-term liabilities 30,584 28,759 103,522 162,865 -------- -------- -------- -------- Shareholders' equity 138,461 47,001 (47,001) (d) 138,461 -------- -------- -------- -------- $241,310 $106,509 $ 64,340 $412,159 ======== ======== ======== ========
Pro forma adjustments include: (a) Estimated valuation adjustments resulting from the preliminary allocation of purchase price, including provisions for facility closures and employee separation costs. (b) Excess of acquisition costs over the fair value of assets acquired of approximately $63.6 million and deferred financing costs of $2.7 million. (c) Borrowings under secured revolving credit facility to finance the acquisition of Milgray. (d) Elimination of Milgray's shareholders' equity. 3 Exhibit (99.4) Page 3 of 3 BELL INDUSTRIES, INC. Pro Forma Combined Statement of Income Year Ended December 31, 1996 (In thousands, except per share data) (Unaudited) The following unaudited Pro Forma Combined Statement of Income gives effect to the acquisition of Milgray by Bell by combining the operating results of Milgray for the twelve months ended December 31, 1996 with Bell's operating results for the year ended December 31, 1996. The Pro Forma Combined Statement of Income excludes the effect of integration charges associated with the acquisition which the Company expects to record in the first quarter of 1997.
Pro Forma Pro Forma Bell Milgray Adjustments Combined -------- -------- -------- --------- Net sales $623,193 $272,121 $ $ 895,314 Costs and expenses: Cost of products sold 485,634 211,862 697,496 Selling, general and administrative expenses 106,425 45,232 3,103 (a) 154,760 Interest expense 3,673 2,512 6,310 (b) 12,495 -------- -------- -------- --------- Income before income taxes 27,461 12,515 (9,413) 30,563 Income tax provision 11,534 4,930 (2,986)(c) 13,478 -------- -------- -------- --------- Net income $ 15,927 $ 7,585 $ (6,427) $ 17,085 ======== ======== ======== ========= Net income per share $ 2.10 $ 2.25 ======== ========= Weighted average common shares outstanding 7,591 7,591 ======== =========
Pro forma adjustments include: (a) Amortization of goodwill (over 25 years) and deferred financing costs (over five years) arising on the acquisition. (b) Adjustment of interest expense to reflect effects of assumed borrowings for the period under the new credit facility. (c) Adjustment to the tax provision related to adjustments (a) and (b). -----END PRIVACY-ENHANCED MESSAGE-----