SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): January 18, 2000
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U.S. INDUSTRIES, INC.
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(Exact Name of Registrant as Specified in its Charter)
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<S> <C> <C>
Delaware 1-14557 22-3568449
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(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
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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)
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
The information set forth in the press release issued by U.S.
Industries, Inc., attached hereto as Exhibit 99.1, is incorporated herein by
reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99.1 Press release of U.S. Industries, Inc., dated January 18, 2000.
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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.
Date: January 19, 2000 By: /s/ George H. MacLean
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George H. MacLean
Senior Vice President and
General Counsel
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EXHIBIT INDEX
Item No.
99.1 Press Release of U.S. Industries, Inc., dated January 18, 2000.
Exhibit 99.1
Contact: Diana Burton
(732) 767-2255
For Immediate Release
U.S. INDUSTRIES AGREES TO SELL DIVERSIFIED UNIT TO
VECTURA HOLDINGS LLC FOR TOTAL OF APPROXIMATELY $600 MILLION
-- Board Concludes Sale Provides Superior Opportunity for Shareholders --
-- USI Also Sells Fire Protection Business for $23 million --
ISELIN, NJ, January 18, 2000 - U.S. Industries, Inc. (NYSE-USI) announced today
that it has signed agreements to sell its Diversified business unit to Vectura
Holdings LLC, a Citicorp Venture Capital portfolio company, for gross proceeds
of approximately $600 million. The Board of Directors of USI approved the
transaction, determining that the value to be received and the certainty of near
term completion were superior to the previously announced spinoff.
The purchase price consists of cash and notes totaling approximately $600
million, an 18.6% common equity interest in the Diversified unit and an
additional 25% direct stake in the unit's Rexair vacuum cleaner business which
will both be retained by USI. The cash consideration will be satisfied by $95
million to be provided by the purchaser and its affiliates, $300 million to be
provided from bank borrowings which have been underwritten by Bank of America
and Donaldson, Lufkin and Jenrette, $9 million in existing bank debt which the
Diversified unit will assume, and approximately $200 million in notes to be
issued to USI. It is expected that the notes will be refinanced by a high yield
offering to be made by the Diversified unit shortly after closing.
The transaction is expected to close in February and will be subject to a
post-closing adjustment. USI expects to report an after-tax gain on the sale of
approximately $15 million. USI will guarantee approximately $175 million of
initial bank debt associated with the Diversified unit's Rexair business
following closing, with Rexair, however, responsible for repayment of this debt.
USI will also recognize a $50 million deferred gain as the guaranteed portion of
the bank debt is reduced.
Separately, USI sold its fire protection businesses, Cosco Fire Protection, Inc.
and Firetrol Protection Systems, Inc., to an investor group led by Libra Capital
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Partners and Westar Capital, for approximately $23 million in cash. USI will
report a small gain on the transaction.
David H. Clarke, Chairman and Chief Executive Officer of USI, said, "We are very
pleased to announce this transaction, as well as the sale of our fire protection
business, both of which provide excellent value to our shareholders. Proceeds
will be used to fund growth in our core businesses, continue our share
repurchase program, and pay down debt. Our continued minority interest in the
Diversified businesses will allow us to participate at a reduced level in their
future earnings and value."
Robert C. Stift, Chief Executive of USI Diversified, will leave USI to lead the
operations of the new entity. John G. Raos, formerly President and Chief
Operating Officer of USI, who was going to lead the Diversified unit if the
spinoff had occurred, has resigned as a director to pursue other interests.
"Looking ahead, " Mr. Clarke added, "with the completion of the sale anticipated
in February, we expect to earn approximately $1.40 to $1.50 per share from
continuing operations excluding unusual items for the year ending September 30,
2000. Presently, we expect to report first quarter earnings per share from
continuing operations of approximately $.23. This includes a net after-tax gain
of $2 million, or $.02 per share, associated with real estate sales. Good
results from USI Bath and Plumbing and USI Hardware and Tools will partially
offset expected weakness in the Lighting Corporation of America and USI
Diversified. During the quarter, USI also absorbed additional expenses
associated with the spinoff and its cancellation of approximately $1 million."
U.S. Industries, headquartered in Iselin, New Jersey, is a focused building
products company with three major business units and market leading brands: USI
Bath and Plumbing Products, Lighting Corporation of America, and USI Hardware
and Tools.
Disclosure Concerning Forward-Looking Statements
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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.
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