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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
SEPTEMBER 3, 1995
(Date of earliest event reported)
CLARCOR INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-3801 36-0922490
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
2323 SIXTH STREET, P.O. BOX 7007, ROCKFORD, ILLINOIS 61125
(Address of principal executive offices) (Zip Code)
815-962-8867
(Registrant's telephone number,
including area code)
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Item 5. Other Events
As of September 3, 1995, CLARCOR Inc. purchased the assets which comprise the
filtration business of Hastings Manufacturing Company.
Reference is made to Exhibit 1 hereto, which is a press release issued by
CLARCOR Inc. on September 5, 1995, for additional details and information.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant had duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CLARCOR INC.
(Registrant)
September 5, 1995 By /s/ Lawrence E. Gloyd
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Lawrence E. Gloyd
Chairman of the Board &
Chief Executive Officer
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EXHIBIT 1
FOR FURTHER INFORMATION CONTACT:
Lawrence E. Gloyd
Chairman of the Board and Chief Executive Officer
Rockford, Illinois
815-962-8867
FOR IMMEDIATE RELEASE
TUESDAY, SEPTEMBER 5, 1995
CLARCOR ANNOUNCES ACQUISITION OF FILTRATION BUSINESS
FROM HASTINGS MANUFACTURING COMPANY
ROCKFORD, IL, SEPTEMBER 5,1995 -- CLARCOR announced today the signing of a
definitive agreement and closing on the acquisition of the assets comprising the
filtration business of Hastings Manufacturing Company, a diversified, publicly
held company based in Hastings, Michigan. CLARCOR will add Hastings' automotive
and light truck filter product lines to its Baldwin Filters unit. The
acquisition is expected to increase the sales of CLARCOR's Filtration Products
segment by approximately 20 percent, and CLARCOR sales overall by about 15
percent.
According to terms of the agreement signed Friday, September 1, 1995, effective
Monday, September 4, 1995, CLARCOR will acquire a manufacturing facility in
Yankton, South Dakota, a distribution center in Knoxville, Tennessee,
manufacturing equipment in Hastings, Michigan, inventories, and certain other
assets.
The acquisition will have a significant impact on the sales of CLARCOR's
Filtration Products segment, which accounted for 74 percent of its fiscal 1994
sales and 82 percent of operating income. CLARCOR's Filtration Products segment
produced net sales of $200 million in the fiscal year ended November 30, 1994,
while Hastings' 1994 filtration sales exceeded $40 million.
"The acquisition of the Hastings filtration product line solidifies Baldwin
Filters' position as the nation's largest supplier of heavy duty liquid and air
filters to independent aftermarket distributors," commented Lawrence E. Gloyd,
CLARCOR's Chairman of the Board and Chief Executive Officer.
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"From an operations standpoint, the Hastings acquisition will greatly expand the
manufacturing capacity, distribution channels and product lines of CLARCOR's
Baldwin Filters unit," Gloyd said.
"The benefits are essentially three-fold. First, we acquire additional
manufacturing capacity, which we need to meet the increasing demand for Baldwin
products. The Hastings plant has low operating costs and is highly productive,
and we expect it to help reduce our overall cost structure in manufacturing
automotive and light truck filters.
Second, we have the opportunity to distribute Baldwin and Hastings products
through the distribution channels of both companies. And third, we will acquire
two highly respected brand names -- Hastings Filters and Casite Filters -- which
will significantly strengthen Baldwin's penetration and position in the
aftermarket," Gloyd said in describing the impact of the acquisition.
Gloyd said the acquisition would add approximately $8-10 million in sales to
CLARCOR for the fiscal year ending November 30, 1995. "Due to costs associated
with the acquisition, particularly the costs of moving equipment and integrating
the Hastings work force into Baldwin's, we expect the acquisition to reduce
CLARCOR's fiscal 1995 earnings by about four to five cents per share. However,
in fiscal 1996, we expect the acquisition to add over $40 million in sales and
make a positive contribution to earnings per share.
"We believe this acquisition will significantly enhance CLARCOR's shareholder
value. Through the years, we have successfully integrated a number of
acquisitions into our Filtration Products segment, and we are particularly
positive about the outlook for Hastings Filters. There are tremendous
opportunities to increase the Filtration Products segment's overall
profitability and market strength through the sharing of Baldwin's and Hastings'
engineering, research, distribution and manufacturing capabilities."
Gloyd said the acquisition will be financed through a new long-term credit
arrangement. While the acquisition will increase CLARCOR's long-term debt
temporarily, he expects the company to gradually reduce the amount of long-term
debt through available cash flow from operations, as it has in each of the past
three fiscal years.
CLARCOR is based in Rockford, Illinois, and is a diversified marketer and
manufacturer of mobile and environmental filtration products and consumer
products sold to domestic and international markets. Common shares of the
Company are traded on the New York Stock Exchange under the symbol CLC.
