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 12, 1999
U.S. INDUSTRIES, INC.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 1-14557 22-3568449
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(State of other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification Number)
101 WOOD AVENUE SOUTH, ISELIN, NEW JERSEY 08830
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(Address of Principal Executive Offices) (Zip Code)
(732) 767-0700
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(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
ITEM 5. OTHER EVENTS
A. Second Quarter Results
Filed herewith is a copy of the press release of U.S. Industries, Inc.
("USI"), dated May 4, 1999, announcing USI's financial results for the second
quarter of 1999.
B. Share Repurchase Program
Filed herewith is a copy of the press release of USI, dated April 22,
1999, announcing that USI has authorized an additional share repurchase program
to permit the purchase of up to $100 million of its outstanding stock.
C. Disposition of The Ertl Company
Filed herewith is a copy of the press release of USI, dated April 14,
1999, announcing that USI has completed the disposition of The Ertl Company,
Inc. to Racing Champions Corporation for an aggregate consideration of $105
million in cash.
D. Acquisition of Dual-Lite
Filed herewith is a copy of the press release of USI, dated March 29,
1999, announcing that USI has completed the acquisition of Dual-Lite, a division
of SPX Corporation, and a leading supplier of emergency lights, exit signs and
central inverter systems in the United States.
E. Acquisition of True Temper Hardware
Filed herewith are copies of the press releases of USI, dated February
12, 1999 and March 16, 1999, announcing that USI has completed the acquisition
of True Temper Hardware Company, a subsidiary of Huffy Corporation, for $100
million in cash.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired
Not applicable.
<PAGE>
Pro Forma Financial Information
-------------------------------
Not applicable.
(b) Exhibits
99.1 Press Release, dated May 4, 1999.
99.2 Press Release, dated April 22, 1999.
99.3 Press Release, dated April 14, 1999.
99.4 Press Release, dated March 29, 1999.
99.5 Press Release, dated February 12, 1999.
99.6 Press Release, dated March 16, 1999.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf of the
undersigned, thereunto duly authorized.
Dated: May 14, 1999
U.S. INDUSTRIES, INC.
By: /s/ George H. MacLean
------------------------------------
Name: George H. MacLean
Title: Senior Vice President, General
Counsel and Secretary
<PAGE>
EXHIBIT INDEX
Exhibit Description
- ------- -----------
99.1 Press Release, dated May 4, 1999.
99.2 Press Release, dated April 22, 1999.
99.3 Press Release, dated April 14, 1999.
99.4 Press Release, dated March 29, 1999.
99.5 Press Release, dated February 12, 1999.
99.6 Press Release, dated March 16, 1999.
EXHIBIT 99.1
Contact: Diana Burton
(732) 767-2255
For Immediate Release
---------------------
U.S. INDUSTRIES REPORTS SECOND QUARTER RESULTS
----------------------------------------------
INCOME FROM CONTINUING OPERATIONS OF $32 MILLION ($.33 PER DILUTED SHARE)
VS. $36 MILLION ($.37 PER DILUTED SHARE)
ISELIN, NJ, May 4, 1999 -- U.S. Industries, Inc. (NYSE-USI) today reported
income from continuing operations of $32 million, or $.33 per diluted share, for
the second quarter of fiscal 1999, compared to $36 million, or $.37 per diluted
share, which includes net real estate gains of $1 million, or $.01 per diluted
share, in the prior year's second quarter. There were no real estate
transactions during the current quarter. Net income was $18 million, or $.19 per
diluted share, for the second quarter of fiscal 1999 compared to $33 million, or
$.34 per diluted share, for the second quarter of fiscal 1998. The current
quarter included a previously announced loss on the disposition of Ertl toys,
which closed on April 13, 1999.
Sales from continuing operations for the quarter were $848 million, compared to
$790 million for the comparable period of the prior year. Operating income
before corporate expenses was $78 million for the quarter, compared to $81
million in the prior year's quarter.
SIX-MONTH RESULTS FOR THE COMPANY
- ---------------------------------
Sales from continuing operations for the six months ended April 3, 1999 were
$1,598 million, compared to $1,485 million, for the comparable period of the
prior year. Operating income before corporate expenses was $136 million for the
six months, compared to $151 million in the prior year's period, and income from
continuing operations was $54 million, or $0.55 per diluted share, compared with
$64 million or $0.66 per diluted share, for the first six months of last year.
There were no real estate gains during the first six months of the current year
as compared to the prior year's gain of $2 million or $.02 per diluted share.
Net income for the six months ended March 31, 1999 was $41 million, or $0.42 per
diluted share, compared to $64 million or $0.66 per diluted share, for the
comparable period of the prior year.
BATH & PLUMBING
- ---------------
USI Bath and Plumbing Products generated second quarter sales of $294 million
and operating income of $33 million, compared to sales of $252 million and
operating income of $27 million in the second quarter of the prior year. The
increase in sales and operating income was due to improved volumes in the
domestic and European bath operations and the inclusion of Sundance Spas which
was acquired in June 1998. Increased sales, merger benefits and a favorable
inventory adjustment at Zurn also positively impacted results. These excellent
results were partially offset by unfavorable local economic conditions affecting
the Company's Asian and Latin American businesses.
<PAGE>
LIGHTING CORPORATION OF AMERICA
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Lighting Corporation of America generated second quarter sales of $195 million
and operating income of $9 million, compared to sales of $190 million and
operating income of $12 million, in the second quarter of the prior year. The
decline in operating income was due to difficult market conditions in the
commercial indoor fluorescent and recessed lighting businesses and economic
conditions in Germany. These shortfalls were partially offset by continued
strength in the residential and outdoor lighting businesses.
HARDWARE AND TOOLS
- ------------------
USI Hardware and Tools generated second quarter sales of $154 million and
operating income of $13 million, compared to sales of $120 million and operating
income of $11 million, in the second quarter of the prior year. The improvement
was due to higher sales of spring and winter tools, the first time additions of
True Temper and the metal components fabrication operations and reduced losses
at the ladder operations. The Company benefited from heavy snows during the
quarter. These improvements were partially offset by losses associated with
steps taken to close a small window facility.
DIVERSIFIED
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USI Diversified generated second quarter sales of $205 million and operating
income of $23 million for the three months ended March 31, 1999, compared to
sales of $228 million and operating income of $31 million, in the second quarter
of the prior year. The vacuum cleaner operations continue to suffer from
difficult business conditions in both the domestic and international markets.
Textile sales were affected by the elimination of the lace product line in the
fourth quarter of the prior fiscal year and severe Asian competition. The
automotive leather business experienced lower sales due to reduced scrap pricing
and the elimination of certain low-margin business. Operating income at the
footwear operations also declined due to competitive market conditions.
OUTLOOK
- -------
David H. Clarke, Chairman and Chief Executive Officer, said, "With the addition
of True Temper, USI Hardware and Tools is well positioned to continue its strong
results. The integration process at USI Bath and Plumbing, including Jacuzzi,
Eljer, and Zurn, is proceeding ahead of schedule. Our attention is now focused
on bringing about improvement at our commercial lighting operations and our
diversified operations. We remain comfortable that earnings per diluted share
from continuing operations for the full year will be in the range of $1.55 to
$1.65."
U.S. Industries is a diversified industrial management corporation with four
business units: USI Bath and Plumbing Products, Lighting Corporation of America,
USI Hardware and Tools, and USI Diversified. U.S. Industries has annualized
sales of approximately $3.5 billion.
DISCLOSURE CONCERNING FORWARD-LOOKING STATEMENTS
- ------------------------------------------------
Any forward-looking statements made in this release, including the Outlook
section above, represent management's best judgment as to what may occur in the
future. Various economic and competitive factors could cause actual results to
differ materially from those discussed in such forward-looking statements,
including some factors which will be outside of the control of the Company, such
as consumer spending patterns, availability of consumer credit, interest rates,
inflation rates, the level of residential and commercial construction, the level
of automotive production, and the cost of raw materials, along with other
specific factors with respect to the Company's businesses as set forth in the
Company's reports and other documents filed with the Securities and Exchange
Commission.
####
(See table attached)
<PAGE>
U.S. INDUSTRIES, INC.
SUMMARY FINANCIAL DATA
(In millions except per share data)
<TABLE>
<CAPTION>
CONSOLIDATED INCOME STATEMENT SUMMARY
- -------------------------------------
Three Months Ended Six Months Ended
March 31, March 31,
$ 1999 $ 1998 $ 1999 $ 1998
---------- --------- --------- ---------
<S> <C> <C> <C> <C>
NET SALES
Bath and Plumbing 294 252 558 479
Lighting 195 190 387 379
Hardware and Tools 154 120 255 189
Diversified 205 228 398 438
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TOTAL NET SALES $ 848 $ 790 $ 1,598 $ 1,485
========== ========= ========= =========
OPERATING INCOME
Bath and Plumbing $ 33 $ 27 $ 57 $ 51
Lighting 9 12 20 24
Hardware and Tools 13 11 17 14
Diversified 23 31 42 62
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78 81 136 151
Corporate expenses (6) (6) (11) (13)
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TOTAL OPERATING INCOME 72 75 125 138
Net interest expense 18 15 35 29
Other (income) expense, net - (1) - (1)
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Income before income taxes and discontinued 54 61 90 110
operations
Provision for income taxes 22 25 36 46
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Income from continuing operations 32 36 54 64
Loss from discontinued operations, (14) (3) (13) -
net of income taxes
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NET INCOME $ 18 $ 33 $ 41 $ 64
========== ========= ========= =========
BASIC EARNINGS PER SHARE
Income from continuing operations per share $ 0.33 $ 0.38 $ 0.56 $ 0.68
========== ========= ========= =========
Net income per share $ 0.19 $ 0.35 $ 0.43 $ 0.68
========== ========= ========= =========
Average Common Shares Outstanding 95.0 94.8 95.8 93.8
========== ========= ========= =========
DILUTED EARNINGS PER SHARE
Income from continuing operations per share $ 0.33 $ 0.37 $ 0.55 $ 0.66
========== ========= ========= =========
Net income per share $ 0.19 $ 0.34 $ 0.42 $ 0.66
========== ========= ========= =========
Average Diluted Common Shares Outstanding 96.8 97.9 97.4 97.0
========== ========= ========= =========
</TABLE>
CONSOLIDATED BALANCE SHEET SUMMARY
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3/31/99 9/30/98
-------------------------
Cash $ 32 $ 44
Total Assets $ 2,916 $ 2,776
Total Debt $ 1,202 $ 966
Stockholders' Equity $ 900 $ 960
EXHIBIT 99.2
Contact: Diana Burton
(732) 767-2255
For Immediate Release
---------------------
U.S. INDUSTRIES EXTENDS SHARE REPURCHASE PROGRAM
------------------------------------------------
ISELIN, NJ, April 22, 1999 -- U.S. Industries, Inc. (NYSE-USI) announced today
that it has authorized an additional share repurchase program to permit the
purchase of up to $100 million of its outstanding stock. Purchases may be made
from time to time, in the open market or privately, at prices deemed acceptable
to management.
This authorization is in addition to the $100 million share repurchase program
announced on February 10, 1999 which is essentially completed.
U.S. Industries is a diversified industrial management corporation with four
business units: USI Bath and Plumbing Products, Lighting Corporation of America,
USI Hardware and Tools, and USI Diversified. U.S. Industries has annualized
sales of approximately $3.5 billion.
DISCLOSURE CONCERNING FORWARD-LOOKING STATEMENTS
- ------------------------------------------------
Any forward-looking statements made in this release represent management's best
judgment as to what may occur in the future. Various economic and competitive
factors could cause actual results to differ materially from those discussed in
such forward-looking statements, including some factors which will be outside of
the control of the Company, such as consumer spending patterns, availability of
consumer credit, interest rates, currency exchange rates, inflation rates, the
level of residential and commercial construction, the level of automotive
production, and the cost of raw materials, along with other specific factors
with respect to the Company's businesses as set forth in the Company's reports
and other documents filed with the Securities and Exchange Commission.
EXHIBIT 99.3
Contact: Diana Burton
(732) 767-2255
For Immediate Release
---------------------
U.S. INDUSTRIES COMPLETES SALE OF THE ERTL COMPANY
--------------------------------------------------
ISELIN, NJ, April 14, 1999 -- U.S. Industries, Inc. (NYSE-USI) said today that
the previously announced transaction to sell The Ertl Company, Inc. To Racing
Champions Corporation (NASDAQ-RACN) has been completed. Terms of the sale were
approximately $105 million in cash rather than a combination of Racing Champions
stock and cash as originally announced. U.S. Industries expects to report an
after-tax loss of approximately $12 million on the transaction.
U.S. Industries is a diversified industrial management corporation with four
business units: USI Bath and Plumbing Products, Lighting Corporation of America,
USI Hardware and Tools, and USI Diversified. U.S. Industries has annualized
sales of approximately $3.5 billion.
DISCLOSURE CONCERNING FORWARD-LOOKING STATEMENTS
- ------------------------------------------------
Any forward-looking statements made in this release represent management's best
judgment as to what may occur in the future. Various economic and competitive
factors could cause actual results to differ materially from those discussed in
such forward-looking statements, including some factors which will be outside of
the control of the Company, such as consumer spending patterns, availability of
consumer credit, interest rates, currency exchange rates, inflation rates, the
level of residential and commercial construction, the level of automotive
production, and the cost of raw materials, along with other specific factors
with respect to the Company's businesses as set forth in the Company's reports
and other documents filed with the Securities and Exchange Commission.
EXHIBIT 99.4
Contact: Diana Burton
(732) 767-2255
For Immediate Release
---------------------
U.S. INDUSTRIES COMPLETES PURCHASE OF DUAL-LITE
-----------------------------------------------
ISELIN, NJ, March 29, 1999 -- U.S. Industries, Inc. (NYSE-USI) said today that
it has completed the purchase of Dual-Lite, a division of SPX Corporation
(NYSE-SPW). On February 22, 1999, USI announced that it had signed an agreement
to purchase Dual-Lite, a leading supplier of emergency lights, exit signs, and
central inverter systems in the U.S.
U.S. Industries is a diversified industrial management corporation with four
business units: USI Bath and Plumbing Products, Lighting Corporation of America,
USI Hardware and Tools, and USI Diversified. U.S. Industries has annualized
sales of approximately $3.5 billion.
DISCLOSURE CONCERNING FORWARD-LOOKING STATEMENTS
- ------------------------------------------------
Any forward-looking statements made in this release represent management's best
judgment as to what may occur in the future. Various economic and competitive
factors could cause actual results to differ materially from those discussed in
such forward-looking statements, including some factors which will be outside of
the control of the Company, such as consumer spending patterns, availability of
consumer credit, interest rates, currency exchange rates, inflation rates, the
level of residential and commercial construction, the level of automotive
production, and the cost of raw materials, along with other specific factors
with respect to the Company's businesses as set forth in the Company's reports
and other documents filed with the Securities and Exchange Commission.
EXHIBIT 99.5
Contact: Diana Burton
(732) 767-2255
For Immediate Release
---------------------
U.S. INDUSTRIES TO ACQUIRE
--------------------------
TRUE TEMPER HARDWARE FOR $100 MILLION
-------------------------------------
ISELIN, NJ, February 12, 1999 -- U.S. Industries, Inc. (NYSE-USI) announced
today that it has reached an agreement with Huffy Corporation, Inc. (NYSE-HUF)
to acquire the assets of True Temper Hardware Company for $100 million in cash.
The transaction is subject to post-closing adjustments as well as customary
regulatory review and is expected to be completed in March.
True Temper, headquartered in Harrisburg, Pennsylvania, had annualized sales of
$123 million for the year ended December 31, 1998. True Temper is a leading
manufacturer of high quality lawn and garden tools and wheelbarrows, sold under
a variety of well-known brand names, including True Temper, Jackson Blue Max,
and SnoZone. True Temper's principal manufacturing and distribution facilities
are located in Camp Hill and Harrisburg, Pennsylvania, Pettisville, Ohio, and
Ireland.
David H. Clarke, Chairman and Chief Executive Officer of U.S. Industries,
stated, "The acquisition of True Temper broadens our lawn and garden product
line with outstanding highly respected brands. The purchase also expands USI
Hardware and Tool's customer base and provides additional capacity for future
growth."
U.S. Industries is a diversified industrial management corporation with four
business units: USI Bath and Plumbing Products, Lighting Corporation of America,
USI Hardware and Tools, and USI Diversified. U.S. Industries has annualized
sales of approximately $3.5 billion.
DISCLOSURE CONCERNING FORWARD-LOOKING STATEMENTS
- ------------------------------------------------
Any forward-looking statements made in this release represent management's best
judgment as to what may occur in the future. Various economic and competitive
factors could cause actual results to differ materially from those discussed in
such forward-looking statements, including some factors which will be outside of
the control of the Company, such as consumer spending patterns, availability of
consumer credit, interest rates, currency exchange rates, inflation rates, the
level of residential and commercial construction, the level of automotive
production, and the cost of raw materials, along with other specific factors
with respect to the Company's businesses as set forth in the Company's reports
and other documents filed with the Securities and Exchange Commission.
EXHIBIT 99.6
Contact: Diana Burton
(732) 767-2255
For Immediate Release
U.S. INDUSTRIES COMPLETES PURCHASE
----------------------------------
OF TRUE TEMPER HARDWARE
-----------------------
ISELIN, NJ, March 16, 1999 -- U.S. Industries, Inc. (NYSE-USI) said today that
it has completed the purchase of True Temper Hardware Company, a subsidiary of
Huffy Corporation (NYSE-HUF). On February 12, 1999, USI announced that it had
signed an agreement to purchase True Temper, a leading manufacturer of high
quality lawn and garden tools and wheelbarrows.
U.S. Industries is a diversified industrial management corporation with four
business units: USI Bath and Plumbing Products, Lighting Corporation of America,
USI Hardware and Tools, and USI Diversified. U.S. Industries has annualized
sales of approximately $3.5 billion.
DISCLOSURE CONCERNING FORWARD-LOOKING STATEMENTS
- ------------------------------------------------
Any forward-looking statements made in this release represent management's best
judgment as to what may occur in the future. Various economic and competitive
factors could cause actual results to differ materially from those discussed in
such forward-looking statements, including some factors which will be outside of
the control of the Company, such as consumer spending patterns, availability of
consumer credit, interest rates, currency exchange rates, inflation rates, the
level of residential and commercial construction, the level of automotive
production, and the cost of raw materials, along with other specific factors
with respect to the Company's businesses as set forth in the Company's reports
and other documents filed with the Securities and Exchange Commission.
