UNITED STATES
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): February 24, 1999
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BACOU USA, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
0-28040 05-0470688
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(Commission file number) (IRS Employer Identification Number)
10 Thurber Boulevard, Smithfield, RI 02917
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 401-233-0333
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<PAGE>
Item 5. OTHER EVENTS
(a) Pursuant to Form 8-K, General Instruction F, Registrant hereby
incorporates by reference the press release attached hereto as Exhibit
99.
(b) Exhibits
Item 601
Exhibit Exhibit Title
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Exhibit 99 Press Release
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
BACOU USA, INC.
Registrant
By: /s/ Philip B. Barr
____________________________
Philip B. Barr
Executive Vice President and
Chief Financial Officer
Dated: February 26, 1999
Contact:
At the Company: At The Financial Relations Board
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401-233-0333 212-661-8030
Philip B. Barr Analyst Information John McNamara
Chief Financial Officer Media Information: Alan Goldsand
Investor Relations General Information: Jeff Bogart
FOR IMMEDIATE RELEASE
BACOU USA TO ACQUIRE PERFECT FIT GLOVE
Smithfield, R.I., February 25, 1999 -- Bacou USA, Inc. (NYSE: BAU), a leading
manufacturer of personal protective equipment, today announced that it has
reached a definitive agreement to acquire Perfect Fit Glove Co., Inc. of
Buffalo, New York and certain affiliated companies in an all cash transaction.
Perfect Fit manufactures and sells non-disposable industrial gloves,
specializing in cut and abrasion resistant work gloves. The transaction is
expected to be consummated in April.
"Perfect Fit will be a great addition to the Bacou USA family of
companies," said Walter Stepan, Vice-Chairman, President and CEO of Bacou USA.
"Perfect Fit brings with it an experienced management team, a solid history of
favorable operating results, a broad line of products, a well-respected brand
name and good market share. As with our existing protective equipment
businesses, the primary distribution channel for Perfect Fit products is the
industrial safety market, and there is significant commonality among our
customer bases. Accordingly, this acquisition will fit nicely with our plan to
expand our range of protective equipment products within existing distribution
channels by strategic acquisitions," said Stepan.
In a joint statement, Joseph P. Hoerner and Frank A. Stucke, co-owners of
Perfect Fit and its President and Vice President, respectively, said "We have
known Philippe Bacou for years, and have watched Bacou USA become an important
force in the market for personal protective equipment. We are excited about
bringing our dynamic and growing business into the Bacou USA family of
companies, and we look forward to joining the Bacou management team. We are
particularly pleased with the opportunity this provides for our employees, who
have the chance to continue building the Perfect Fit business while enjoying the
benefits of being part of a larger organization."
According to a Frost & Sullivan market survey report for 1998, the most
recent available, Perfect Fit ranked third in market share for sales of cut and
abrasion resistant work gloves within the U.S. industrial market for
non-disposable gloves. The total U.S. industrial market for all types of
non-disposable gloves was estimated by Frost & Sullivan to be approximately $1.1
billion. A 1998 survey of the Safety Equipment Distributors Association
estimates that, on average, glove sales represent approximately 25% of the total
sales volume of industrial safety distributors nationwide.
For its fiscal year ended September 30, 1998, Perfect Fit reported total
sales of approximately $47.3 million. The purchase price of approximately $53.8
million will be financed entirely by debt. "Based on the operating history of
Perfect Fit, its internal forecast for 1999 and the current interest rate
environment, we expect the acquisition to be accretive in 1999 excluding the
effect of any transaction related non-recurring items," said Stepan.
For its year ended December 31, 1998, Bacou USA reported net sales of
$219.6 million and, prior to non-recurring items, net profits of $25.8 million
and earnings per share of $1.46 on a weighted average 17.6 million shares. After
non-recurring items, Bacou USA reported net profits of $19.5 million and
earnings per share of $1.19.
Bacou USA, Inc. designs, manufactures and sells leading brands of products
that protect the sight, hearing and respiratory systems of workers, as well as
related instrumentation including visions screeners, gas monitors and test
equipment for self-contained breathing apparatus. The company's products,
marketed under Uvex(R), Howard Leight(R), Survivair(R), Pro-Tech(R), Biosystems,
Titmus(R), LaserVision and Lase-R Shield brand names, are sold principally to
industrial safety distributors, fire fighting equipment distributors and optical
laboratories. News and information about Bacou USA are available on the
Worldwide Web at http://www.bacouusa.com.
To receive additional information on Bacou USA, Inc.,
via fax, at no charge, dial 1-800-PRO-INFO and enter code BAU.
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Statements contained in this press release that are not historical facts are
forward-looking statements that are made pursuant to the safe harbor provisions
of the Private Securities and Litigation Reform Act of 1995. In addition, words
such as "believes," "anticipates," "expects" and similar expressions are
intended to identify forward-looking statements. Forward-looking statements
involve risks and uncertainties, including but not limited to the timely
development and acceptance of new products, the impact of competitive products
and pricing, changing market conditions, the successful integration of
acquisitions, continued availability and favorable pricing of raw materials, the
ability of the company and its key vendors to successfully respond to Year 2000
issues and the other risks detailed in the company's prospectus filed March 27,
1996, and from time to time in other filings. Actual results may differ
materially from those projected. These forward-looking statements represent the
company's judgment as of the date of this release. The company disclaims,
however, any intent or obligation to update these forward-looking statements.
