================================================================================
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): January 17, 1995
------------------------------
BULOVA CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New York 1-457 11-1719409
- --------------------------------------------------------------------------------
(State or Other jurisdiction (Commission (I.R.S. employer
of incorporation or organization) file number) identification no.)
One Bulova Avenue, Woodside, N.Y. 11377-7874
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (718) 204-3300
---------------------------
NOT APPLICABLE
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
================================================================================
1
Item 2. Acquisition or Disposition of Assets.
-------------------------------------
On January 17, 1995 Registrant effected the disposition by merger (the
"Merger") of its wholly-owned subsidiary, Bulova Technologies, Inc. ("BTI")
pursuant to a Merger Agreement dated as of January 17, 1995 among Registrant,
BTI and BTI Acquisition Corporation (the "Buyer"). Registrant understands that
the Buyer is affiliated with National Defense Company and BT Capital
Corporation. Neither Registrant nor any of its affiliates, directors or
officers or any associates of any of the foregoing, had any material
relationship with the Buyer or any of its affiliates.
BTI is engaged primarily in the production, manufacture and sale of precision
mechanical, electronic and electro-mechanical timing devices, including fuzes
for ordnance applications for sale to the U.S. and foreign governments. BTI
also produces certain commercial products. BTI constituted Registrant's
industrial and defense products segment.
The consideration received by Registrant pursuant to the Merger consisted of
$20,810,000 paid in cash by the Buyer. In addition, Registrant assumed BTI's
liabilities with respect to post-retirement health care benefits for employees
of BTI who had retired prior to the consummation of the Merger. Immediately
prior to the Merger, Registrant contributed to the capital of BTI $11,582,000
principal amount of intercompany debt owed to Registrant and BTI paid to
Registrant $1,665,000 in consideration representing the principal amount of
intercompany debt outstanding at December 31, 1994 in excess of Registrant's
contributed capital. The terms of the Merger, including the consideration, were
determined through arms length negotiation.
Registrant applied $19,000,000 of the consideration received by it to the
repayment of debt owed to its parent, Loews Corporation, and the balance of the
consideration was added to working capital.
Item 7. Financial Statements and Exhibits.
----------------------------------
(a) Not applicable.
(b) Pro forma financial information:
Unaudited pro forma consolidated condensed balance sheet of
Bulova Corporation as of December 31, 1994.
Unaudited pro forma consolidated condensed statement of operations of
Bulova Corporation for the year ended December 31, 1994.
Unaudited pro forma consolidated condensed statement of operations of
Bulova Corporation for the year ended December 31, 1993.
Unaudited notes to pro forma consolidated condensed financial
statements.
(c) Exhibits:
Exhibit 2. Merger Agreement entered into on January 17, 1995, by Bulova
Technologies, Inc., a New York corporation ("BTI"), BTI
Acquisition Corporation, a Delaware corporation, and Bulova
Corporation, a New York corporation.
2
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
On January 17, 1995, the Company, by merger, disposed of its wholly-owned
subsidiary Bulova Technologies, Inc. ("BTI") for $20,810,000 in cash. The
following unaudited pro forma consolidated condensed financial statements set
forth the effect that these transactions would have had on the financial
position of the Company at December 31, 1994 and on the results of operations
for the year ended December 31, 1994 and year ended December 31, 1993 had the
transaction been consummated at the beginning of those respective periods.
These financial statements are presented for illustrative purposes only and are
not necessarily indicative of the financial position or the results of
operations which would actually have been reported had the transaction been in
effect during the periods reported or which may be reported in the future. The
accompanying pro forma consolidated condensed financial statements should be
read in conjunction with the historical financial statements and notes thereto
of Bulova Corporation's Annual Reports on Form 10-K for the year ended December
31, 1994 and 1993.
3
<TABLE>
Bulova Corporation and Subsidiaries
PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET (UNAUDITED)
DECEMBER 31, 1994
(Amounts in thousands)
<CAPTION>
Pro Forma
Historical Adjustments Pro Forma
--------------------------------------
<S> <C> <C> <C>
Assets:
Current assets:
Cash ............................... $ 3,857 $ 3,475 (2a) $ 7,332
Receivables ........................ 51,254 51,254
Inventories ........................ 35,750 35,750
Other assets ....................... 10,333 (195) (2c) 10,138
Net assets of discontinued
operations ........................ 20,082 (20,082) (2b)
-------- --------
Total current assets .............. 121,276 104,474
Property, plant and equipment-net .... 12,750 12,750
Other assets ......................... 17,009 17,009
-------- --------
Total assets ...................... $151,035 $134,233
======== ========
Liabilities and Shareholders' Equity:
Current liabilities .................. $ 20,055 1,835 (2d) $ 21,890
-------- --------
Obligations under capital leases ..... 200 200
-------- --------
Other liabilities and credits:
Postretirement benefits payable .... 43,183 43,183
Other .............................. 5,667 5,667
-------- --------
Total other liabilities and credits 48,850 48,850
-------- --------
Debt to affiliate .................... 19,000 (19,000) (2e)
--------
Shareholders' equity ................. 62,930 363 (2f) 63,293
-------- --------
Total liabilities and shareholders'
equity ........................... $151,035 $134,233
======== ========
See accompanying unaudited notes to pro forma consolidated condensed financial
statements.
</TABLE>
4
<TABLE>
Bulova Corporation and Subsidiaries
PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS (UNAUDITED)
FOR THE YEAR ENDED DECEMBER 31, 1994
(Amounts in thousands, except per share data)
<CAPTION>
Pro Forma
Historical Adjustments Pro Forma
--------------------------------------
<S> <C> <C> <C>
Revenues:
Net sales ........................... $ 93,724 $ 93,724
Interest, royalties and other ....... 6,322 6,322
-------- --------
Total revenues ................... 100,046 100,046
-------- --------
Expenses:
Cost of sales ....................... 59,267 59,267
Selling, general and administrative . 39,416 300 (3a) 39,716
Interest ............................ 580 (467)(3b) 113
-------- --------
Total expenses ................... 99,263 99,096
-------- --------
Income from continuing operations
before income taxes .................. 783 950
Income tax expense .................... (251) (58)(3c) (309)
-------- --------
Income from continuing operations ..... $ 532 $ 641
======== ========
Income per share from continuing
operations ........................... $.11 $.14
======== ========
Weighted average number of shares
outstanding .......................... 4,599 4,599
======== ========
See accompanying unaudited notes to pro forma consolidated condensed financial
statements.
</TABLE>
5
<TABLE>
Bulova Corporation and Subsidiaries
PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS (UNAUDITED)
FOR THE YEAR ENDED DECEMBER 31, 1993
(Amounts in thousands, except per share data)
<CAPTION>
Pro Forma
Historical Adjustments Pro Forma
--------------------------------------
<S> <C> <C> <C>
Revenues:
Net sales ........................... $ 93,894 $ 93,894
Interest, royalties and other ....... 7,409 7,409
-------- --------
Total revenues ................... 101,303 101,303
-------- --------
Expenses:
Cost of sales ....................... 61,279 61,279
Selling, general and administrative . 36,895 300 (3a) 37,195
Interest ............................ 1,421 (1,357)(3b) 64
-------- --------
Total expenses ................... 99,595 98,538
-------- --------
Income from continuing operations
before income taxes .................. 1,708 2,765
Income tax (expense) benefit .......... 203 (370)(3c) (167)
-------- --------
Income from continuing operations...... $ 1,911 $ 2,598
======== ========
Income per share from continuing
operations ........................... $.41 $.56
======== ========
Weighted average number of shares
outstanding .......................... 4,599 4,599
======== ========
See accompanying unaudited notes to pro forma consolidated condensed financial
statements.
</TABLE>
6
Bulova Corporation and Subsidiaries
NOTES TO PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
- --------------------------------------------------------------------------------
Note 1. Basis of Presentation:
The pro forma consolidated condensed financial statements are based on
historical financial statements for Bulova Corporation (the "Company"), as
adjusted for the sale of Bulova Technologies, Inc. ("BTI").
The pro forma consolidated condensed Balance Sheet assumes that the Company
sold BTI on December 31, 1994 and that the Company adjusted its historical
balance sheet as of that date. The pro forma consolidated condensed Statement of
Operations for the years ended December 31, 1994 and 1993 assumes that the
Company sold BTI at the beginning of those respective periods.
Note 2. Adjustments to the Balance Sheet:
Adjustments to the Unaudited Pro Forma Consolidated Condensed Balance Sheet
are as follows:
(a) To reflect the change in cash as follows:
Net proceeds from sale of BTI ......................... $ 22,475,000
Payment of debt to affiliate .......................... (19,000,000)
------------
$ 3,475,000
============
(b) To reflect the sale of BTI.
(c) To reflect the tax provision for the gain on sale of BTI.
(d) To accrue costs incurred related to the sale of BTI.
(e) To reflect the payment of debt to affiliate.
(f) To reflect the gain on disposition of BTI as follows:
Proceeds received from sale ........................... $22,475,000
Direct cost of disposal ............................... (1,835,000)
-----------
Net proceeds from sale .............................. 20,640,000
Net assets of discontinued operations ................. 20,082,000
-----------
Gain on sale before tax ............................... 558,000
Income tax expense at the statutory rate .............. (195,000)
-----------
Net gain on sale .................................... $ 363,000
===========
Note 3. Adjustments to the Statements of Operations:
Adjustments to the Unaudited Pro Forma Consolidated Condensed Statements of
Operations are as follows:
(a) To reflect the charge in selling, general and administrative expenses to
recognize overhead charged to BTI which will be absorbed by Registrant.
7
(b) To reflect reduction of interest expense on debt to affiliate.
(c) To adjust tax provision for pro forma adjustments at the statutory rate.
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, thereunto duly authorized.
BULOVA CORPORATION
------------------
(Registrant)
Dated: April 10, 1995 By: Paul S. Sayegh
---------------------------
Paul S. Sayegh
Chief Operating Officer and
Principal Financial Officer
8
