<PAGE> 1
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) March 26, 1997
CARLYLE INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-3462 13-1574754
(State or Other (Commission (IRS Employer
Jurisdiction of File No.) Identification No.)
Incorporation)
1430 Broadway, New York, New York 10018
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 556-4700
Belding Heminway Company, Inc.
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
(a) On March 26, 1997, Carlyle Industries, Inc., a Delaware
corporation (f/k/a Belding Heminway Company, Inc.) (the "Registrant") and
certain of the Registrant's subsidiaries (collectively, the "Sellers"), sold to
Hicking Pentecost PLC, a public limited company registered in England and Wales
("Hicking Pentecost"), through HP Belt Acquisition Corporation, a Delaware
corporation and an indirect wholly owned subsidiary of Hicking Pentecost (the
"Buyer"), substantially all the business, operations and assets of the Sellers
relating to the manufacturing, marketing and sale of industrial and consumer
thread, including sewing threads and certain non-sewing yarn products
(collectively, the "Thread Division"). Neither Hicking Pentecost nor the Buyer
had any material relationship with the Registrant or any of its affiliates, any
director or officer of the Registrant, or any associate of any such director or
officer.
The assets sold to Hicking Pentecost included all the assets
and properties of the Sellers in current use or held for future use or sale in
connection with the business of the Thread Division, wherever located and
whether tangible or intangible, real or personal, including but not limited to,
(i) certain real property, leases of real property and other interests in real
property, together with all buildings, improvements, fixtures and all other
appurtenances thereto; (ii) all accounts receivable and indebtedness owed to the
Sellers with respect to the Thread Division, (iii) all inventories, machinery,
equipment, supplies and other assets relating to the Thread Division, other than
certain excluded assets; (iv) all right, title and interest in and to all
patents, patent applications, copyrights, trademarks, trademark applications,
service marks, trade names, licenses and other rights used in or associated with
the Thread Division, together with the goodwill of such business (including the
trademark "Belding Heminway" and all related trade names); and (v) all
inventions, discoveries, processes, trade secrets, know-how and proprietary
information of the business of the Thread Division, other than certain excluded
assets.
The aggregate consideration paid by Hicking Pentecost for the
assets of the Thread Division was approximately $54.9 million in cash, of which
$3.0 million was placed in escrow (the "Purchase Price"), subject to certain
post-closing adjustments, plus the assumption of certain liabilities. The
Purchase Price was the result of arms length negotiations based upon (i)
financial and operating information with respect to the business and prospects
of the Thread Division, (ii) the current market and economic environment, (iii)
industry performance and (iv) recent transactions involving companies in the
industrial thread industry.
2
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In connection with the transaction, the Registrant changed its
corporate name to "Carlyle Industries, Inc." Effective as of March 27, 1997, the
Registrant's trading symbol on the New York Stock Exchange was changed to "CRL."
(b) Not applicable.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) FINANCIAL STATEMENTS.
None.
(b) PRO FORMA FINANCIAL INFORMATION.
PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) OF THE
REGISTRANT:
(b)(1) Unaudited Pro Forma Consolidated Balance Sheet at
December 31, 1996, and the Notes related thereto.
(b)(2) Unaudited Pro Forma Consolidated Statement of
Operations for the year ended December 31, 1996, and the Notes
related thereto.
The unaudited Pro Forma Consolidated Balance Sheet at December
31, 1996 gives effect to the disposition of the Thread
Division, as if it occurred on that date. The unaudited Pro
Forma Consolidated Statement of Operations for the year ended
December 31, 1996 gives effect to the disposition of the
Thread Division, as if it had occurred at the beginning of the
period presented. The pro forma financial information is based
on historical financial statements of the Registrant after
giving effect to the disposition of the Thread Division and
the adjustments described in the Notes to the pro forma
financial statements. The pro forma financial statements may
not be indicative of the results that actually would have
occurred if the disposition had occurred on the dates
indicated or which may be obtained in the future. The pro
forma financial statements should be read in conjunction with
the financial statements and related notes of the Registrant
included in the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1996.
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(c) EXHIBITS.
(c)(1) Asset Purchase Agreement, dated as of December 12,
1996, among Belding Heminway Company, Inc., The Belding Thread
Group, LLC, Danfield Threads, Inc., Culver International,
Inc., American Collars, Inc., The Bridge Realty Company, HP
Belt Acquisition Corporation and Hicking Pentecost PLC (the
"Agreement"). Incorporated by reference to the Registrant's
Proxy Statement filed with the Securities and Exchange
Commission on March 3, 1997, for use at the Special Meeting of
Stockholders held on March 26, 1997 (the Agreement, as filed
with the Registrant's Proxy Statement, omits exhibits and
schedules; the Registrant undertakes to furnish supplementally
a copy of any such omitted exhibit or schedule to the
Securities and Exchange Commission upon request).
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned hereunto duly authorized.
CARLYLE INDUSTRIES, INC.
By: /s/ Edward F. Cooke
----------------------------
Vice President and Chief
Financial Officer
Date: April 9, 1997
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INDEX TO PRO FORMA FINANCIAL STATEMENTS
CARLYLE INDUSTRIES, INC. PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS:
(b)(1) Pro Forma Consolidated Balance Sheet at December 31, 1996 (Unaudited),
and the Notes related thereto.
(b)(2) Pro Forma Consolidated Statement of Operations for the year ended
December 31, 1996 (Unaudited), and the Notes related thereto.
<PAGE> 7
Carlyle Industries, Inc.
Pro Forma Consolidated Balance Sheet
December 31, 1996
(Unaudited)
($ in thousands)
<TABLE>
<CAPTION>
Pro Forma
Historical Adjustments Pro Forma
<S> <C> <C> <C>
(7,934) (2)
(37,149) (3)
(15) (1)
Cash 146 49,804 (1) 4,852
A/R 10,197 (7,676) (1) 2,521
Inventory 18,533 (15,695) (1) 2,838
Income tax receivable - -
Current deferred tax asset 2,688 2,688
Other current 540 (210) (1) 330
-------- --------
32,104 13,229
-------- --------
Fixed assets 32,936 (29,325) (1) 3,611
Accumulated depreciation (5,330) 4,369 (1) (961)
-------- --------
Net property, plant and equip. 27,606 2,650
Goodwill, net 20,232 (17,986) (1) 2,246
Deferred tax asset - 3,303 (2) 3,303
Other assets 1,483 (548) (1) 935
Intercompany - -
-------- ------- --------
Total assets 81,425 (59,062) 22,363
======== ======= ========
A/P 5,538 (2,438) (1) 3,100
(4,091) (3)
Current maturities of debt 4,111 (20) (1) -
Other current liabilities 7,823 (2,286) (1) 5,537
-------- --------
Total current 17,472 8,637
-------- --------
(33,058) (3)
Long term debt 33,103 (45) (1) -
Deferred tax liability -
Other liabilities 18,777 (6,085) (1) 12,692
-------- ------- --------
69,352 (48,023) 21,329
-
Preferred stock 20,805 20,805
Accumulated dividends pfd stock 2,739 2,739
-------- --------
23,544 23,544
Common stock 74 74
Paid in capital 19,858 19,858
(4,631) (2)
Retained earnings (31,403) (6,408) (1) (42,442)
-------- ------- --------
Total common equity (11,471) (11,039) (22,510)
-------- ------- --------
Total 81,425 (59,062) 22,363
======== ======= ========
</TABLE>
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Pro Forma Balance Sheet Adjustments:
(1) To record proceeds on the sale of the Thread division and the elimination
of Thread division net assets.
<TABLE>
<S> <C> <C>
Cash 49,804
Loss on sale 6,408
Thread division net assets (see below) 56,212
-------- --------
56,212 56,212
======== ========
Thread division net assets:
Cash 15
Accounts receivable 7,676
Inventory 15,695
Other current assets 210
Fixed assets 29,325
Accumulated depreciation (4,369)
Goodwill, net 17,986
Other assets 548
Accounts payable (2,438)
Current maturities of long term debt (20)
Other current liabilities (2,286)
Long term debt (45)
Other liabilities (6,085)
-------
Net book value 56,212
=======
(2) To record the income tax provision on the sale of the Thread division.
Provision for income taxes 4,631
Deferred tax asset 3,303
Cash (for Income taxes payable) 7,934
---------------------
7,934 7,934
=====================
(3) To record the reduction of outstanding debt using proceeds on sale of Thread division.
Current portion - debt 4,091
Noncurrent portion - debt 33,058
Cash 37,149
---------------------
37,149 37,149
=====================
</TABLE>
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Carlyle Industries, Inc.
Pro Forma Consolidated Statement of Operations
Year Ended December 31, 1996
(Unaudited)
($ in thousands)
<TABLE>
<CAPTION>
Pro Forma
Historical Adjustments Pro Forma
<S> <C> <C> <C>
Net Sales $ 88,605 (66,443)(1) $ 22,162
Cost of sales 63,136 (52,498)(1) 10,638
-------- ------- --------
Gross profit 25,469 (13,945)(1) 11,524
(752)(2)
Selling, general & administrative 14,131 (6,357)(1) 7,022
Other (income) expense (460) 408 (1) (52)
-------- --------
Income from continuing operations before
interest and income taxes 11,798 (7,244)(1) 4,554
(4,302)(3)
Interest expense 4,367 (13)(1) 52
-------- --------
Income from continuing operations before
income taxes 7,431 (2,929)(1) 4,502
Provision for income taxes 3,076 (1,332)(4) 1,744
-------- ------- --------
Income from continuing operations 4,355 (1,597) 2,758
Less dividends on preferred stock 1,365 1,365
Income applicable to common stock
-------- ------- --------
from continuing operations 2,990 (1,597) 1,393
Earnings per common share:
Continuing operations $ 0.40 -- $ 0.19
======== ========
Weighted average common shares 7,395 -- 7,395
======== ========
</TABLE>
Notes to Unaudited Pro Forma Consolidated Statement of Operations
(1) To eliminate the results of the Thread Division through
December 31, 1996.
(2) To eliminate goodwill amortization related to the Thread
Division.
(3) To eliminate interest expense from results of operations as a
result of elimination of debt utilizing proceeds received from
the sale of the Thread Division.
(4) To provide for income taxes on pro forma book taxable income.
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER EXHIBIT TITLE
- -------------- -------------
<S> <C>
(c)(1)* Asset Purchase Agreement, dated as of December
12, 1996, among Belding Heminway Company, Inc.,
The Belding Thread Group, LLC, Danfield Threads,
Inc., Culver International, Inc., American
Collars, Inc., The Bridge Realty Company, HP Belt
Acquisition Corporation and Hicking Pentecost
PLC.
</TABLE>
- --------
* Incorporated by reference to the Company's Proxy Statement filed with
the Securities and Exchange Commission on March 3, 1997, for use at the
Special Meeting of Stockholders held on March 26, 1997.
