As filed with the Securities and Exchange Commission on July 10, 1998
Registration No. 333-47101
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
U.S. INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)
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<S> <C> <C>
DELAWARE 3998 22-3568449
(State or Other Jurisdiction of (Primary Standard Industrial Classification Code Number) (I.R.S. Employer
Incorporation or Organization) Identification No.)
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101 WOOD AVENUE SOUTH
P.O. BOX 169
ISELIN, NEW JERSEY 08830-0169
(732) 767-0700
(Address, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
GEORGE H. MACLEAN, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
U.S. INDUSTRIES, INC.
101 WOOD AVENUE SOUTH
P.O. BOX 169
ISELIN, NEW JERSEY 08830-0169
(732) 767-0700
(Name and Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
ELLEN J. ODONER, ESQ. MARK E. BETZEN, ESQ.
WEIL, GOTSHAL & MANGES LLP JONES, DAY, REAVIS & POGUE
767 FIFTH AVENUE 2300 TRAMMELL CROW CENTER
NEW YORK, NEW YORK 10153 2001 ROSS AVENUE
(212) 310-8000 DALLAS, TEXAS 75201-2958
(214) 220-3939
Approximate date of commencement of proposed sale of the securities to the
public: June 11, 1998.
If any of the securities being registered on this form are to be offered in
connection with the information of a holding company and there is compliance
with General Instruction G, check the following box. [_]
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(Cover Page continued on next page)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amendment to the registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Iselin, New Jersey on
July 10, 1998.
USI, Inc.
By: /s/ George H. MacLean
---------------------------------
George H. MacLean
Senior Vice President, General
Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment to the Registration Statement has been signed by the following
persons in the capacity indicated.
Signature Title Date
--------- ----- ----
David H. Clark* Chairman of the Board, Chief July 10, 1998
- ------------------------ Executive Officer and Director
David H. Clarke (Principal Executive Officer)
John G. Raos* President, Chief Operating July 10, 1998
- ------------------------ Officer and Director
John G. Raos
Frank R. Reilly* Senior Vice President, Chief July 10, 1998
- ------------------------ Financial Officer and Director,
Frank R. Reilly (Principal Financial Officer)
James O'Leary* Vice President-Corporate Controller July 10, 1998
- ------------------------ (Principal Accounting Officer)
James O'Leary
Brian C. Beazer* Director July 10, 1998
- ------------------------
Brian C. Beazer
Mark Vorder Breugge* Director July 10, 1998
- ------------------------
Mark Vorder Breugge
John J. McAtee, Jr.* Director July 10, 1998
- ------------------------
John J. McAtee, Jr.
The Hon. Charles H. Price II* Director July 10, 1998
- -----------------------------
The Hon. Charles H. Price II
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Sir Harry Solomon* Director July 10, 1998
- ------------------------
Sir Harry Solomon
Royall Victor III* Director July 10, 1998
- ------------------------
Royall Victor III
Director July 10, 1998
- ------------------------
William E. Butler
Director July 10, 1998
- ------------------------
Robert R. Womack
* By George H. MacLean
Attorney-in-fact
/s/ George H. MacLean
- ------------------------
George H. MacLean
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EXHIBIT INDEX
EXHIBIT
NUMBER Description
- ------ -----------
2.1* Agreement and Plan of Merger, dated February 16, 1998, by and among
U.S. Industries, Inc., USI, Inc., Blue Merger Corp., Zoro Merger Corp.
and Zurn Industries, Inc. (Included as Appendix A-1 to the Joint Proxy
Statement/Prospectus.) The disclosure schedules relating to the
Agreement and Plan of Merger and the annexes thereto have been
omitted. New USI will furnish supplementally to the Commission any of
the schedules or annexes upon request.
3.1* Form of Amended and Restated Certificate of Incorporation of U.S.
Industries, Inc. (Included as Appendix B-1 to the Joint Proxy
Statement/Prospectus.)
3.2* Form of Amended and Restated By-Laws of U.S. Industries, Inc.
(Included as Appendix B-2 to the Joint Proxy Statement/Prospectus.)
5.1* Opinion of Weil, Gotshal & Manges LLP regarding validity of securities
being registered.
8.1** Opinion of Weil, Gotshal & Manges LLP regarding certain federal income
tax matters.
8.2** Opinion of Jones, Day, Reavis & Pogue regarding certain federal income
tax matters.
23.1* Consent of Ernst & Young LLP (independent auditors of U.S. Industries,
Inc.).
23.2* Consent of Price Waterhouse LLP.
23.3* Consent of Ernst & Young LLP (independent auditors of Zurn Industries,
Inc.).
23.4* Consent of Weil, Gotshal & Manges LLP. (Included in the opinions filed
as Exhibits 5.1 and 8.1 to this Registration Statement and
incorporated herein by reference.)
23.5* Consent of Jones, Day, Reavis & Pogue. (Included in the opinion filed
as Exhibit 8.2 to this Registration Statement and incorporated herein
by reference.)
23.6* Consent of Credit Suisse First Boston.
23.7* Consent of BT Wolfensohn.
23.8* Consent of Arthur Andersen LLP.
99.1* U.S. Industries, Inc. Proxy/Voting Instruction Card.
99.2* Zurn Industries, Inc. Proxy/Voting Instruction Card.
99.3* Letter of Transmittal.
99.4* Joint Consent of Directors of U.S. Industries, Inc.
99.5 (a)* Employment Agreement, dated as of February 16, 1998, between USI,
Inc. and Robert R. Womack
(b)* First Amendment to the Employment Agreement, dated as of May 10,
1998, between USI, Inc. and Robert R. Womack
99.6* Employment Agreement, dated as of February 16, 1998, between USI, Inc.
and Frank E. Sheeder
99.7* Employment Agreement, dated as of February 16, 1998, between USI, Inc.
and John R. Mellett
99.8* Stock Option Agreement, dated as of February 16, 1998, between U.S.
Industries, Inc. and Zurn Industries, Inc. (Included as Appendix A-2
to the Joint Proxy Statement/Prospectus.)
- -----------
* Previously filed
** Filed herewith
Exhibit 8.1
WEIL, GOTSHAL & MANGES LLP
A LIMITED LIABILITY PARTNERSHIP
INCLUDING PROFESSIONAL CORPORATIONS
767 FIFTH AVENUE
NEW YORK, NY 10153
212-310-8000
(FAX) 212-310-8007
June 11, 1998
U.S. Industries, Inc.
101 Wood Avenue South
Iselin, New Jersey 08830-0169
Ladies & Gentlemen:
You have requested our opinion regarding certain federal income tax
consequences of the merger (the "Merger") of Blue Merger Corp., a Delaware
corporation ("B-Sub") and a wholly-owned subsidiary of USI, Inc.
("Superholdco"), with and into U.S. Industries, Inc., a Delaware corporation
("USI").
In formulating our opinion, we examined such documents as we deemed
appropriate, including the Agreement and Plan of Merger among USI, Superholdco,
B-Sub, Zoro Merger Corp. and Zurn Industries, Inc., dated as of February 16,
1998 (the "Merger Agreement"), and the Joint Proxy Statement/Prospectus (the
"Joint Proxy Statement"), included in the Registration Statement on Form S-4, as
filed by USI with the Securities and Exchange Commission (the "Commission") on
February 27, 1998, in which the Joint Proxy Statement is included as a
prospectus (with all amendments thereto, the "Registration Statement"). In
addition, we have obtained such additional information as we deemed relevant and
necessary through consultation with various officers and representatives of USI,
Superholdco and Zurn Industries, Inc.
Our opinion set forth below assumes (1) the accuracy of the statements and
facts concerning the Merger set forth in the Merger Agreement, the Joint Proxy
Statement and the Registration Statement, (2) the consummation of the Merger in
the manner contemplated by, and in accordance with the terms set forth in, the
Merger Agreement, the Joint Proxy Statement and the Registration Statement and
(3) the accuracy of (i) the representations made by Superholdco, which are set
forth in the Certificate delivered to us by Superholdco and dated the date
hereof and (ii) the representations made by USI which are set forth in the
Certificate delivered to us by USI dated the date hereof.
Based upon the facts and statements set forth above, our examination
and review of the documents referred to above and subject to the assumptions set
forth herein, we are of the opinion that for federal income tax purposes:
1. No gain or loss will be recognized by Superholdco, USI or B-Sub as a
result of the formation of Superholdco and B-Sub and the Merger.
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U. S. Industries, Inc.
June 11, 1998
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2. No gain or loss will be recognized by stockholders of USI with respect to
shares of common stock of Superholdco received in the Merger in exchange for
shares of common stock of USI.
We express no opinion concerning any tax consequences of the Merger other than
those specifically set forth herein.
Our opinion is based on current provisions of the Internal Revenue
Code of 1986, as amended, the Treasury Regulations promulgated thereunder,
published pronouncements of the Internal Revenue Service and case law, any of
which may be changed at any time with retroactive effect. Any change in
applicable laws or facts and circumstances surrounding the Merger, or any
inaccuracy in the statements, facts, assumptions and representations on which we
have relied, may affect the continuing validity of the opinion set forth herein.
We assume no responsibility to inform you of any such change or inaccuracy that
may occur or come to our attention.
Very truly yours,
WEIL, GOTSHAL & MANGES LLP
Exhibit 8.2
[LETTERHEAD OF JONES, DAY, REAVIS & POGUE]
(212) 326-8321
June 11, 1998
Zurn Industries, Inc.
One Zurn Place
Box 2000
Erie, PA 16514
Ladies and Gentlemen:
In response to your request, we are furnishing you with our opinion with
respect to certain federal income tax consequences of the proposed merger (the
"Zurn Merger") of Zoro Merger Corp. ("Z-Sub"), a Pennsylvania corporation and
wholly-owned subsidiary of USI, Inc. ("Superholdco"), a Delaware corporation,
with and into Zurn Industries, Inc. ("Zurn"), a Pennsylvania corporation,
pursuant to the Pennsylvania Business Corporation Law.
For purposes of this opinion, we have relied upon, and assumed the
completeness, truth, and accuracy of, the information contained in the Agreement
and Plan of Merger dated as of February 16, 1998, with attachments thereto (the
"Agreement"), and have assumed that the Zurn Merger will occur in accordance
with the terms of the Agreement. In addition, we have relied upon the
certificates attached hereto (the "Tax Certificates") containing representations
of Superholdco, Z-Sub, and Zurn, and have assumed, in connection therewith, that
any such representations that are qualified by reference to the knowledge of the
representor (E.G., a representation that a statement is true "to the knowledge
of" management) are true without such qualification.
Based upon and subject to the foregoing, and provided that the Agreement
and Tax Certificates referenced above set forth all of the material facts
relating to the Zurn Merger fully and accurately as of the date hereof, and will
continue to set forth such facts fully and accurately at all times to and
including the Effective Time (as that term is defined in Section 1.2 of the
Agreement) of the Zurn Merger, we are of the opinion that (a) no gain or loss
will be recognized for federal income tax purposes by Superholdco, Zurn, or
Z-Sub as a result of the Zurn Merger, and (b) no gain or loss will be recognized
for federal income tax purposes by a stockholder of Zurn upon the exchange of
Zurn Shares for Zurn Merger Consideration (as those terms are defined in Section
2.2 of the Agreement), other than with respect to cash received in lieu of
fractional shares of Superholdco stock.
This opinion relates solely to the federal income tax consequences of the Zurn
Merger discussed herein, and no opinion is expressed as to the consequences of
the
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Zurn Merger under any foreign, state or local tax law. Further, and
notwithstanding anything in the foregoing to the contrary, no opinion is
expressed as to the effect upon the opinion set forth above of any provision of
law that may affect any particular person differently than any other person, by
reason of such first-mentioned person's special status, characteristics or
situation, including, but not limited to, (a) employees of Zurn, and (b)
stockholders of Zurn who are not U.S. persons (within the meaning of Section
7701(a)(30) of the Internal Revenue Code of 1986, as amended (the "Code")).
Except as explicitly stated herein, no other opinion is expressed or implied.
This opinion is based upon the currently applicable provisions of the Code,
regulations thereunder, current published positions of the Internal Revenue
Service, and judicial authorities published to date, all of which are subject to
change by the Congress, the Treasury Department, the Internal Revenue Service or
the courts. Any such change may be retroactive with respect to transactions
entered into prior to the date of such change. No assurance can be provided as
to the effect upon our opinion of any such change. Finally, this opinion is not
binding upon the Internal Revenue Service or the courts, and no assurance can be
given that they will accept this opinion or agree with the views expressed
herein.
We hereby consent to the filing of this opinion as Exhibit 8.2 to the
Registration Statement (the "Registration Statement") on Form S-4 (File No.
333-47101), and to the reference to us under the caption "Legal Matters" in the
Joint Proxy Statement/Prospectus constituting a part of the Registration
Statement.
Very truly yours,
/s/ Jones, Day, Reavis & Pogue
Attachments
