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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): June 2, 1997
CLARCOR Inc.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-11024 36-0922490
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(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
2323 Sixth Street, P.O. Box 7007, Rockford, Illinois 61125
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 815-962-8867
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No Change
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(Former name, former address and former fiscal year, if changed since last
report.)
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ITEM 5. OTHER EVENTS.
Quarterly Income Statement Data:
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On February 28, 1997, CLARCOR Inc. (the "Company") completed its acquisition of
United Air Specialists, Inc. (UAS), a manufacturer of air quality equipment
based in Cincinnati, Ohio. The Company issued 1,081,741 shares of its common
stock in exchange for all the shares of UAS stock. Additional shares of its
common stock (approximately 127,590 shares) will be issued upon exercise of UAS
options. The transaction has been structured as a statutory merger accounted
for as a pooling of interests. As a result of the acquisition, UAS became a
subsidiary of the Company.
Under the requirements of the pooling of interests accounting treatment, the
consolidated financial statements of the Company and its subsidiaries have been
restated (except for cash dividends declared per share, which represent the
historical dividends declared by the Company) to include the results of UAS'
operations as part of the Company's Industrial/Environmental Filtration
segment. UAS' fiscal year-end has been changed to the Saturday closest to
November 30, and, as a result, the Company's restated consolidated financial
statements for fiscal 1996 include UAS for identical periods. The Company has
reclassified certain costs incurred by UAS in the prior periods to conform with
the presentation of such data by the Company.
The attached Exhibit A presents certain unaudited, restated quarterly income
statement data for the year ended November 30, 1996, and the segment data for
1996, along with comparative data for the first quarter of 1997. No
intercompany transactions existed between the two companies during the periods
presented. Intersegment sales were not material.
In the opinion of management, all adjustments (which include only normal
recurring adjustments) necessary to present fairly the results of operations
have been made. Exhibit A does not include all disclosures required by
generally accepted accounting principles. The financial data presented are not
necessarily indicative of future results of the combined companies.
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EXHIBIT A.
CLARCOR Inc.
QUARTERLY INCOME STATEMENT DATA
AS RESTATED FOR THE YEAR ENDED NOVEMBER 30, 1996
AND AS REPORTED FOR THE QUARTER ENDED MARCH 1, 1997
<TABLE>
<CAPTION>
1996 1997
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FIRST SECOND THIRD FOURTH FIRST
QUARTER QUARTER QUARTER QUARTER FISCAL QUARTER
ENDED ENDED ENDED ENDED YEAR ENDED
MARCH 2 JUNE 1 AUGUST 31 NOVEMBER 30 TOTAL MARCH 1
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<S> <C> <C> <C> <C> <C> <C>
Net sales $81,014 $91,540 $99,134 $100,694 $372,382 $86,958
Gross profit 23,101 27,387 28,544 29,753 108,785 24,508
Operating profit (includes
merger related expenses
in first quarter 1997) 6,934 10,762 11,587 13,313 42,596 4,370
Net earnings 3,752 6,277 6,943 8,973 25,945 3,017
Net earnings per common
share $ 0.24 $ 0.39 $ 0.44 $ 0.56 $ 1.63 $ 0.19
NET SALES BY SEGMENT:
Engine/Mobile Filtration $43,332 $50,750 $49,213 $ 51,928 $195,223 $46,353
Industrial/Environmental
Filtration 23,832 25,234 27,444 26,878 103,388 26,201
Consumer Products 13,850 15,556 22,477 21,888 73,771 14,404
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$81,014 $91,540 $99,134 $100,694 $372,382 $86,958
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OPERATING PROFIT BY
SEGMENT:
Engine/Mobile Filtration $ 6,281 $ 8,075 $ 7,767 $ 9,046 $ 31,169 $ 5,639
Industrial/Environmental
Filtration (126) 1,375 1,338 1,459 4,046 857
Consumer Products 779 1,312 2,482 2,808 7,381 846
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$ 6,934 $10,762 $11,587 $ 13,313 $ 42,596 $ 7,342
Merger related
expenses - - - - - (2,972)
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$ 6,934 $10,762 $11,587 $ 13,313 $ 42,596 $ 4,370
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</TABLE>
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SIGNATURE
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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.
(Registrant)
June 2, 1997 By /s/ Bruce A. Klein
_____________________ _________________________________________
(Date) Bruce A. Klein, Vice President - Finance
and Chief Financial Officer
