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<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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 30, 1998
CARLYLE INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Charter)
<TABLE>
<S> <C> <C>
Delaware 1-3462 13-1574754
(State or Other (Commission (IRS Employer
Jurisdiction of File No.) Identification No.)
Incorporation)
</TABLE>
One Palmer Terrace, Carlstadt, New Jersey 07072
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (201) 935-6220
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(b) PRO FORMA FINANCIAL INFORMATION.
<PAGE> 2
UNAUDITED PRO FORMA
CONSOLIDATED CONDENSED STATEMENTS OF OPERATION
On June 30, 1998, the assets and business of Westwater
Enterprises, L.P. were acquired by Westwater Industries, Inc. ("Westwater"), a
newly formed wholly-owned subsidiary of the Company. Westwater is an importer
and distributor of craft and gift products for sale to retail and specialty
chain stores. The Company paid approximately $3.1 million in cash, including
transaction costs, assumed $.5 million in bank debt, and committed to payments
totaling $2.0 million over three years contingent upon achievement of specified
earnings levels.
The acquisition has been recorded using the purchase method of
accounting. The following unaudited pro forma consolidated condensed statements
of operations include the accounts of Carlyle Industries, Inc. and its
consolidated subsidiaries and those of Westwater Enterprises, L.P. The pro
forma consolidated condensed statements of operations for the year ended
December 31, 1997 and for the six months ended June 30, 1998 assume the
acquisition occurred on January 1, 1997 and January 1, 1998 respectively in a
transaction accounted for as a purchase.
The pro forma consolidated condensed statements of operations
are presented for comparative purposes only and are not intended to be
indicative of what the actual results of operations would have been had the
transaction occurred as of the beginning of the respective periods nor do they
purport to indicate the results which may be attained in the future.
Westwater's business is seasonal and it has historically derived a
disproportionate share of its annual income during the second half of the
calendar year.
The purchase price allocation is based on preliminary
appraisals and estimates of useful lives, expenses and liabilities. The actual
allocation of the purchase price will be based on actual expenditures and
estimates made after various studies have been completed. Accordingly, the
actual recording of the purchase will differ from the pro forma amounts
reflected herein.
<PAGE> 3
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<CAPTION>
Carlyle Industries, Inc.
Pro Forma Consolidated Condensed Statement of Operations
Year Ended December 31, 1997
(Dollars in thousands except per share data)
HISTORICAL Pro forma PRO
Carlyle Westwater Adjustments FORMA
----------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Net sales $ 19,641 $ 9,222 $ 28,863
Cost of sales 9,497 5,289 14,786
----------- ---------- -----------
10,144 3,933 14,077
22(1)
Selling, general and administrative expenses 4,612 2,614 60(2) 7,308
Other, net (12) (101) (113)
----------- ---------- -----------
Income from continuing operations before
interest and income taxes 5,544 1,420 6,882
Interest income (expense) 304 (46) (266)(3) (8)
----------- ---------- -----------
5,848 $ 1,374 6,874
==========
Provision for income taxes 2,121 500(4) 2,621
----------- -----------
Income from continuing operations 3,727 4,253
Less dividends on preferred stock 1,445 1,445
----------- -----------
Income from continuing operations applicable
to common stock $ 2,282 $ 2,808
=========== ===========
Basic and diluted earnings per share
from continuing operations $ 0.31 $ 0.38
=========== ===========
Weighted average common shares
outstanding (in thousands) 7,386 7,386
=========== ===========
NOTES:
(1) To record amortization of goodwill recorded in connection with the transaction
(2) To record incremental compensation expense in connection with employment contract.
(3) To record interest expense on debt related to the Westwater acquisition
(4) To adjust the income tax provision to reflect incremental pretax income
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
Carlyle Industries, Inc.
Pro Forma Consolidated Condensed Statement of Operations
Six Months Ended June 30, 1998
(Dollars in thousands except per share data)
HISTORICAL Pro forma PRO
Carlyle Westwater Adjustments FORMA
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net sales $ 8,892 $ 4,070 $ 12,962
Cost of sales 4,382 2,737 7,119
----------- ----------- -----------
4,510 1,333 5,843
11(1)
Selling, general and administrative expenses 2,141 1,273 25(2) 3,450
Other, net -- (21) (21)
----------- ----------- -----------
Income from continuing operations before
interest and income taxes 2,369 81 2,414
Interest income (expense) 138 (16) (133)(3) (11)
----------- ----------- -----------
2,507 $ 65 2,403
===========
Provision for income taxes 920 2(4) 922
----------- -----------
Income from continuing operations 1,587 1,481
Less dividends on preferred stock 732 732
----------- -----------
Income from continuing operations
applicable to common stock $ 855 $ 749
=========== ===========
Basic and diluted earnings per share
from continuing operations $ 0.12 $ 0.10
=========== ===========
Weighted average common shares
outstanding (in thousands) 7,383 7,383
=========== ===========
NOTES:
(1) To record amortization of goodwill recorded in connection with the transaction
(2) To record incremental compensation expense in connection with employment contract.
(3) To record interest expense on debt related to the Westwater acquisition
(4) To adjust the income tax provision to reflect incremental pretax income
</TABLE>
<PAGE> 5
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: September 11, 1998
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