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) June 11, 1998
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U.S. INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 33-47101 22-3568449
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File No.) Identification No.)
101 Wood Avenue South
Iselin, New Jersey 08830
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(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (732) 767-0700
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
As previously reported on a Current Report on Form 8-K dated June
15, 1998, effective June 11, 1998, pursuant to the Agreement and Plan of Merger,
dated as of February 16, 1998, as amended March 31, 1998 (the "Merger
Agreement"), among U.S. Industries, Inc., a Delaware corporation ("Old USI"),
USI, Inc., a Delaware corporation (the "Company"), Blue Merger Corp., a Delaware
corporation ("Blue"), Zoro Merger Corp., a Pennsylvania corporation ("Zoro"),
and Zurn Industries, Inc., a Pennsylvania corporation ("Zurn"), Blue was merged
with and into Old USI and Zoro was merged with and into Zurn with each of Old
USI and Zurn continuing as a surviving corporation (the "Mergers"). Each of Old
USI and Zurn became a wholly owned subsidiary of the Company and former
stockholders of Old USI and former shareholders of Zurn became stockholders of
the Company. In connection with the Mergers, Old USI changed its name to "USI
Atlantic Corp." and the Company changed its name to "U.S. Industries, Inc."
Pursuant to the Merger Agreement, (a) each outstanding share of
common stock, par value $.01 per share, of Old USI was converted into one share
of common stock, par value $.01 per share, of the Company ("Company Common
Stock") and (b) each outstanding share of common stock, par value $.50 per
share, of Zurn ("Zurn Common Stock") was converted into 1.6 shares of Company
Common Stock. Holders of Zurn Common Stock who would have received fractional
shares of Company Common Stock instead received an amount in cash equal to the
product obtained by multiplying (i) the fractional share interest to which such
holder would otherwise have been entitled (after taking into account all shares
of Zurn Common Stock held on June 11, 1998 by such holder) by (ii) $27.00, the
closing price for a share of Company Common Stock on the NYSE Composite
Transaction Tape on June 12, 1998.
Pursuant to the Merger Agreement, the Company issued to Zurn's
shareholders an aggregate of 20,439,910 shares of Company Common Stock and
$46,467.73 in cash, and to Old USI's stockholders an aggregate of 77,726,034
shares of Company Common Stock.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired
The consolidated financial statements of Zurn Industries, Inc. and
subsidiaries as of March 31, 1997 and 1996 and for each of the three years
ended in the period March 31, 1997 are filed as Exhibit 99A.
The consolidated financial statements of Zurn Industries, Inc. and
subsidiaries as of December 31, 1997 and for the three and nine months
ended December 31, 1997 and 1996 are filed as Exhibit 99B.
(b) Unaudited Pro Forma Combined Financial Statements
The Unaudited Pro Forma Combined Financial Statements are
filed as Exhibit 99C.
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(c) Exhibits.
2. Amended and Restated Agreement and Plan of Merger, dated as of February
16, 1998, as amended on March 31, 1998, among U.S. Industries, Inc., USI,
Inc., Blue Merger Corp., Zoro Merger Corp. and Zurn Industries, Inc.
(incorporated by reference to Appendix A-1 of the Joint Proxy
Statment/Prospectus included in USI, Inc.'s Registration Statement on Form
S-4, File No. 333-47101).
23. Consent of Ernst & Young LLP, auditor of Zurn Industries, Inc., dated as
of June 24, 1998.
99A. Consolidated financial statements of Zurn Industries, Inc. and
subsidiaries as of March 31, 1997 and 1996 and for the years ended March
31, 1997, 1996 and 1995 (incorporated by reference to Zurn Industries,
Inc.'s Annual Report on Form 10-K for the year ended March 31, 1997).
99B. Consolidated financial statements of Zurn Industries, Inc. and
subsidiaries as of December 31, 1997 and for the three and nine months
ended December 31, 1997 and 1996 (incorporated by reference to Zurn
Industries, Inc.'s Quarterly Report on Form 10-Q for the quarter ended
December 31, 1997).
99C. Unaudited Pro Forma Combined Financial Statements (incorporated by
reference to pages 65 to 73 of the Joint Proxy Statment/Prospectus
included in USI, Inc.'s Registration Statement on Form S-4, File No.
333-47101).
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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.
U.S. INDUSTRIES, INC.
Dated: June 25, 1998 By: /s/ George H. MacLean
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Name: George H. MacLean
Title: Senior Vice President
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EXHIBITS
Exhibit No. Exhibit
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2. Amended and Restated Agreement and Plan of Merger, dated as of
February 16, 1998 (as amended on March 31, 1998), among U.S.
Industries, Inc., USI, Inc., Blue Merger Corp., Zoro Merger
Corp. and Zurn Industries, Inc.*
23. Consent of Ernst & Young LLP, auditor of Zurn Industries,
Inc., dated as of June 24, 1998.
99A. Consolidated financial statements of Zurn Industries, Inc. and
subsidiaries as of March 31, 1997 and 1996 and for the years
ended March 31, 1997, 1996 and 1995.*
99B. Consolidated financial statements of Zurn Industries, Inc.
and subsidiaries as of December 31, 1997 and for the three
and nine months ended December 31, 1996 and 1997.*
99C. Unaudited Pro Forma Combined Financial Statements.*
* Incorporated by Reference as indicated in Item 7(c).
Exhibit 23.
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statements on
Form S-8 Nos. 333-47101, 333-56615 and 333-56675 of U.S. Industries, Inc., of
our report dated May 19, 1997 with respect to the consolidated financial
statements and schedule of Zurn Industries, Inc. included in its Annual Report
on Form 10-K for the year ended March 31, 1997, incorporated by reference in
this current Report on Form 8-K of U.S. Industries, Inc., both filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Dallas, Texas
June 24, 1998
