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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 8-K/A
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): July 7, 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 Number) (I.R.S. Employer
incorporation or organization) 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.
On June 2, 1997, the Company filed a Form 8-K that included an Exhibit A
thereto. This amendment on Form 8-K/A to such Form 8-K is filed to correct
such Exhibit A and the attached Exhibit A-1 replaces, in its entirety, such
Exhibit A.
Quarterly Income Statement Data:
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-1 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-1 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 99.A(1)
EXHIBIT A-1.
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 $ 6,282
Industrial/Environmental
Filtration (126) 1,375 1,338 1,459 4,046 214
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
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)
July 7,1997 By /s/ Bruce A. Klein
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(Date) Bruce A. Klein, Vice President - Finance
and Chief Financial Officer
