<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): February 28, 1997
CLARCOR INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-11024 36-0922490
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2323 Sixth Street, P.O. Box 7007, Rockford, Illinois 61125
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (815) 962-8867
N/A
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
================================================================================
<PAGE> 2
Item 2. Acquisition or Disposition of Assets.
On February 28, 1997, United Air Specialists, Inc., an Ohio corporation
("UAS"), became a wholly-owned subsidiary of CLARCOR Inc., a Delaware
corporation ("CLARCOR"), upon consummation of the merger (the "Merger")
contemplated by the Agreement and Plan of Merger dated as of September 23, 1996
(the "Merger Agreement") among CLARCOR, CUAC Inc., a wholly-owned subsidiary of
CLARCOR and UAS.
Pursuant to the Merger Agreement, each share of common stock, without
par value, of UAS ("UAS Common Stock") outstanding immediately prior to the
Effective Time (as defined in the Merger Agreement) of the Merger (other than
shares owned directly or indirectly by CLARCOR or UAS, which shares were
cancelled) was converted into .3702116 of a share of common stock, par value
$1, of CLARCOR ("CLARCOR Common Stock"), including the corresponding percentage
of a right to purchase shares of Series B Junior Participating Preferred Stock
of CLARCOR. Each holder of a certificate representing UAS Common Stock
immediately prior to the Effective Time no longer has any rights with respect
thereto, except the right to receive, upon surrender for exchange to the
Exchange Agent (as defined in the Merger Agreement) of all such certificates
held by such holder: (i) a certificate representing the number of whole shares
of CLARCOR Common Stock into which his, her or its shares of UAS Common Stock
have been converted, (ii) certain dividends and other distributions previously
withheld in accordance with Section 1.7 of the Merger Agreement pending the
exchange of stock certificate(s) and (iii) cash in lieu of any fractional share
of CLARCOR Common Stock in accordance with Section 1.8 of the Merger Agreement.
Cash distributions will not bear interest.
A copy of the Press Release issued by CLARCOR on February 28, 1997 with
respect to the Merger is attached hereto as Exhibit 20 and is incorporated
herein by reference.
The other information required by this item has been previously
reported by CLARCOR and is included in the Proxy Statement/Prospectus (the
"Proxy Statement/Prospectus") which constitutes a part of its Registration
Statement on Form S-4 (Registration No. 333-19735).
-2-
<PAGE> 3
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired:
Pursuant to Rule 3-05(b)(2)(i) of Regulation S-X, no financial
statements of UAS are required to be filed herewith.
(b) Pro forma financial information:
INTRODUCTION
Except for the unaudited pro forma combined financial information set
forth below (the "Unaudited Pro Forma Combined Financial Statements"), all pro
forma financial information required by this item has been previously reported
by CLARCOR and is included in the Proxy Statement/Prospectus.
The Unaudited Pro Forma Combined Financial Statements have been
presented to reflect the estimated impact on the historical Consolidated
Financial Statements of CLARCOR of the Merger and the issuance of approximately
1,209,302 shares of CLARCOR Common Stock constituting the Share Issuance (as
defined in the Proxy Statement/Prospectus). The Merger will be accounted for
as a pooling of interests.
The Unaudited Pro Forma Combined Statement of Income for the year ended
November 30, 1996 assumes that the Merger had been consummated at the beginning
of the earliest period presented. The Unaudited Pro Forma Combined Balance
Sheet as of November 30, 1996 assumes that the Merger had been consummated on
November 30, 1996.
CLARCOR will take a one-time pre-tax charge covering the costs of the
Merger for integrating the combined operations and for other unusual and
nonrecurring items in the quarter in which the Merger is consummated. Such
pre-tax charge, which is currently estimated to be approximately $3.0 million,
will include: (i) the costs of integrating the businesses of the two companies;
(ii) the direct costs of the Merger, including the fees of financial advisors,
legal counsel and independent auditors; (iii) the non-compete payments; and
(iv) other unusual and nonrecurring items. The after-tax cost of such charge
is currently estimated to be approximately $1.8 million and such amount has
been charged to Shareholders' Equity in the Pro Forma Combined Balance Sheet as
of November 30, 1996. The estimated charge and the nature of the costs
included therein are subject to change as CLARCOR's integration plan is
developed and more accurate estimates become possible. Moreover, the after-tax
cost of such estimated charge is likely to change depending upon the magnitude
of the pre-tax charge, the nature of the costs included therein, the tax laws
of
-3-
<PAGE> 4
the particular states and countries applicable to the entities incurring such
costs and the tax-paying status of such entities.
The Unaudited Pro Forma Financial Statements give effect only to the
reclassifications and adjustments set forth in the accompanying Notes to
Unaudited Pro Forma Combined Financial Statements and do not reflect any cost
savings and other synergies anticipated by CLARCOR's management as a result of
the Merger. The Unaudited Pro Forma Financial Statements are not necessarily
indicative of the results of operations or the financial position which would
have occurred had the Merger been consummated at the beginning of the earliest
period presented, nor is it necessarily indicative of CLARCOR's future results
of operations or financial position.
The Unaudited Pro Forma Financial Statements should be read in
conjunction with the historical Consolidated Financial Statements of CLARCOR
and UAS incorporated by reference or appearing elsewhere in the Proxy
Statement/Prospectus.
-4-
<PAGE> 5
UNITED PRO FORMA COMBINED BALANCE SHEET
AS OF NOVEMBER 30, 1996
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
HISTORICAL PRO FORMA (NOTE 1)
----------------------------- --------------------------
CLARCOR UAS
------------ ------------
AS OF AS OF
NOV. 30, 1996 SEP. 30, 1996 ADJUSTMENTS COMBINED
------------- ------------- ------------ -----------
<S> <C> <C> <C> <C>
ASSETS
------
Current assets:
Cash and short-term cash investments ..................... $ 17,372 $ 1,193 $ 18,565
Accounts receivable, net ................................. 52,509 6,163 58,672
Inventories .............................................. 49,773 7,015 56,788
Prepaid expenses ......................................... 1,476 523 1,999
Other .................................................... 3,249 633 3,882
------------- ----------- ------------- -----------
Total current assets................................ 124,379 15,527 - 139,906
Plant assets, net .......................................... 78,586 5,888 84,474
Marketable equity securities, at fair value ................ 3,292 - 3,292
Excess of cost over fair value of assets acquired,
less accumulated amortization ............................ 15,120 392 15,512
Pension assets ............................................. 12,453 - 12,453
Other noncurrent assets .................................... 10,134 184 10,318
------------- ----------- ------------- -----------
$ 243,964 $ 21,991 $ - $ 265,955
============= =========== ============= ===========
LIABILITIES
-----------
Current liabilities:
Current portion of long-term debt......................... $ 6,928 $ 691 7,619
Accounts payable ......................................... 18,509 1,998 3,000 23,507
Income taxes ............................................. 3,252 643 (1,200) 2,695
Accrued and other liabilities ............................ 16,467 2,206 18,673
------------- ----------- ------------- -----------
Total current liabilities .......................... 45,156 5,538 1,800 52,494
Long-term debt, less current portion ....................... 35,522 7,857 43,379
Long-term pension liabilities............................... 6,607 -- 6,607
Other long-term liabilities ................................ 9,712 270 9,982
Minority interests.......................................... 908 -- 908
SHAREHOLDERS' EQUITY
--------------------
Capital stock............................................... 14,875 963 15,838
Retained earnings .......................................... 130,657 7,424 (1,800)(a) 136,281
Other shareholders' equity ................................. 527 (61) 466
------------- ----------- ------------- -----------
Total shareholders' equity.......................... 146,059 8,326 (1,800) 152,585
------------- ----------- ------------- -----------
Total liabilities and shareholders' equity ......... $ 243,964 $ 21,991 $ -- $ 265,955
============= =========== ============= ===========
</TABLE>
(1) Reflects the financial position of CLARCOR on a pro forma basis
assuming the merger had been consummated on November 30, 1996.
See Notes to Unaudited Pro Forma Combined Financial Statements.
<PAGE> 6
UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME
FOR THE YEAR ENDED NOVEMBER 30, 1996
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
HISTORICAL PRO FORMA (NOTE 1)
----------------------------- --------------------------
CLARCOR UAS
------------ ------------
YEAR ENDED YEAR ENDED
NOV. 30, 1996 SEP. 30, 1996 ADJUSTMENTS COMBINED
------------- ------------- ------------ -----------
<S> <C> <C> <C> <C>
INCOME STATEMENT DATA:
NET SALES................................................ $ 333,388 $ 40,660 $ $ 374,048
Cost of sales......................................... 239,119 26,586 265,705
------------ ------------ ------------ -----------
Gross profit ......................................... 94,269 14,074 -- 108,343
Selling and administrative expenses................... 53,739 11,174 64,913
------------ ------------ ------------ -----------
OPERATING PROFIT......................................... 40,530 2,900 -- 43,430
Interest expense...................................... (3,243) (604) (3,847)
Interest and dividend income.......................... 1,130 -- 1,130
Gain on sale of marketable securities................. 1,675 -- 1,675
Other income (expense)................................ (73) (75) (148)
------------ ------------ ------------ -----------
EARNINGS BEFORE INCOME TAXES AND MINORITY
INTERESTS............................................. 40,019 2,221 -- 42,240
Provision for income taxes............................ 14,896 695 15,591
------------ ------------ ------------ -----------
EARNINGS BEFORE MINORITY INTERESTS....................... 25,123 1,526 -- 26,649
Minority interests in earnings of subsidiaries........ (145) -- (145)
------------ ------------ ------------ -----------
NET EARNINGS............................................. $ 24,978 $ 1,526 $ -- $ 26,504
============ ============ ============ ===========
Weighted Average Shares Outstanding...................... 14,859 1,209 16,068
============ ============ ===========
Net earnings per share................................... $ 1.68 $ 1.65
============ ==========
</TABLE>
(1) Reflects the results of operations of CLARCOR on a pro forma basis
assuming the merger had been consummated at the beginning of the
earliest period presented.
See Notes to Unaudited Pro Forma Combined Financial Statements.
<PAGE> 7
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
NOTE 1. BASIS OF PRESENTATION
The Unaudited Pro Forma Combined Statement of Income reflects CLARCOR's
results of operations for the year ended November 30, 1996 on a pro forma basis
assuming the Merger had been consummated at December 1, 1995. The Unaudited Pro
Forma Combined Balance Sheet assumes that the Merger had been consummated on
November 30, 1996.
CLARCOR and UAS have fiscal year-ends of November 30 and June 30,
respectively. In preparing the accompanying unaudited pro forma combined
financial data, UAS's historical income statement was adjusted to a September
30 year-end date and UAS's September 30, 1996 balance sheet was used to more
closely approximate CLARCOR's year-end. For ease of reference, the combined
column in the Unaudited Pro Forma Financial Statements refers to the
period-ended date of CLARCOR.
CLARCOR's management believes that the assumptions used in preparing
the Unaudited Pro Forma Combined Financial Statements provide a reasonable
basis for presenting all of the significant effects of the Merger, that the pro
forma adjustments give appropriate effect to those assumptions and that the pro
forma adjustments are properly applied in the Unaudited Pro Forma Combined
Financial Statements.
The pro forma results are not indicative of the results of operations
had the merger actually taken place at the beginning of the year or of future
results of the combined companies.
NOTE 2. PRO FORMA ADJUSTMENTS
(a) Accounts Payable, Income Taxes and Retained Earnings -- See the fourth
paragraph under "Introduction" above for information relating to the
components of the estimated one-time pre-tax charge of $3.0 million ($1.8
million after-tax).
(b) Weighted Average Shares Outstanding -- Net Earnings Per Share of CLARCOR
Common Stock is computed on the basis of the Weighted Average Shares
Outstanding for each period. The Per Share Data is calculated assuming
that the 1,209,302 shares of CLARCOR Common Stock constituting the Share
Issuance were outstanding at the beginning of the earliest period
presented.
-7-
<PAGE> 8
(c) Exhibits:
20 Press release issued by CLARCOR on February 28, 1997 with respect
to the Merger.
-8-
<PAGE> 9
SIGNATURE
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.
CLARCOR INC.
Date: February 28, 1997 By: Lawrence E. Gloyd
-----------------------
Lawrence E. Gloyd
Chairman and Chief
Executive officer
-9-
<PAGE> 10
EXHIBIT INDEX
The following Exhibit is filed herewith:
Exhibit
20 Press release issued by CLARCOR on February 28, 1997 with respect
to the Merger.
<PAGE> 1
FOR FURTHER INFORMATION CONTACT:
Lawrence E. Gloyd
Chairman of the Board and Chief Executive Officer
Rockford, Illinois
815-962-8867
FOR IMMEDIATE RELEASE
FRIDAY, FEBRUARY 28, 1997
CLARCOR ANNOUNCES COMPLETION OF ACQUISITION OF
UNITED AIR SPECIALISTS
ROCKFORD, IL, FEBRUARY 28, 1997 -- CLARCOR Inc. (NYSE: CLC) announced today the
completion of its acquisition of UNITED AIR SPECIALISTS, INC. (FORMERLY NASDAQ:
UASI), a manufacturer of environmental and industrial air filtration products
based in Cincinnati, Ohio.
Larry Gloyd, CLARCOR's Chairman and Chief Executive Officer, said, "The
acquisition of United Air Specialists (UAS) provides us with the opportunity to
expand significantly our environmental / industrial air filtration operations,
CLARCOR's fastest growing segment. UAS manufactures commercial and industrial
air cleaners, including dust collectors. Our Airguard Industries subsidiary
manufactures air filter cartridges that are used in dust collectors and air
cleaning devices. We now have, for the first time, the ability to provide
customers a full product offering from an initial installation of a complete
industrial air cleaning system to comprehensive aftermarket filter replacements
and ongoing service and maintenance.
"The combined engineering resources of both UAS and Airguard will
enhance our abilities to expand our gas turbine filtration business for power
transmission installations around the world. Airguard designs and manufactures
gas turbine filtration systems and supplies air filters for those systems. Gas
turbine filtration systems are very similar to large dust collector products
such as those designed and built by UAS.
"UAS' expertise in telemarketing will give our Baldwin operation as well
as Airguard an additional ability to reach smaller customers located outside
traditional sales territories. Building an effective telemarketing presence
in-house would have been an expensive and lengthy process; UAS immediately gives
us an experienced and trained workforce, as well as telemarketing hardware and
software systems.
<PAGE> 2
"UAS' operations in England and Germany will enable Airguard to reach
customers throughout Europe. We are currently exploring the possibility of
establishing an Airguard manufacturing facility in Europe to serve an expanded
market for Airguard products through UAS' distribution network. CLARCOR's
operations in China, Southeast Asia, Mexico and southern Africa present UAS with
significantly new distribution and sales opportunities."
CLARCOR expects the acquisition, which has been structured as a
statutory merger using pooling-of-interests accounting treatment, will dilute
earnings in fiscal 1997 by about $0.03 to $0.05 per share and will be accretive
to earnings thereafter. In addition, a one-time charge to earnings to cover the
costs of the merger of approximately $3 million before tax will be recorded in
the first quarter 1997. CLARCOR issued approximately 1,209,302 shares of common
stock in the acquisition, bringing total outstanding shares to approximately
16,120,000.
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.
