SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8K/A
AMENDMENT TO APPLICATION OR REPORT
Filed pursuant to Section 12, 13, 04 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
CULBRO CORPORATION
(Exact name of registrant as specified in charter)
AMENDMENT NO. 2
The undersigned registrant hereby amends Culbro Corporation's Form 8-K dated
May 10, 1994 and Form 8K/A dated July 11, 1994 to revise the pro forma
financial information required by Item 7(b) of the Form 8-K, in connection
with the acquisition of the Southern Divisions of NCC L.P. by The Eli Witt
Company, a subsidiary of Culbro Corporation, and related transactions. The
revised pro forma information contained herein principally reflects the
inclusion of a previously deferred gain on the sale of a portion of Culbro
Corporation's common shares of Eli Witt.
(1) Financial statements required by Item 7(b)
- - Unaudited pro forma statements of operations of Culbro Corporation
for the fiscal year ended November 27, 1993 and the quarter ended
February 26, 1994 assuming that the Southern Divisions of NCC L.P.
had been acquired by Culbro Corporation's subsidiary, The Eli Witt
Company, as of the beginning of the respective periods;
- - Unaudited pro forma balance sheet of Culbro Corporation as of
February 26, 1994 assuming that the Southern Divisions of NCC L.P.
had been acquired by Culbro Corporation's subsidiary, The Eli Witt
Company, as of the balance sheet date.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by
the undersigned, thereunto duly authorized.
Culbro Corporation
(Registrant)
By:(Jay M. Green)
Jay M. Green
Executive Vice President
Date: May 11, 1995
<PAGE>
CULBRO CORPORATION
FORM 8K/A
AMENDMENT NO. 2
INDEX
- Introduction. . . . . . . . . . . . . . . . . . .3-4
- Statement of operations for the year ended
November 27, 1993. . . . . . . . . . . . . . . . . .5
- Statement of operations for the quarter ended
February 26, 1994 . . . . . . . . . . . . . . . . . .6
- Balance sheet as of February 26, 1994 . . . . . . . .7
- Notes to unaudited pro forma combined financial
information . . . . . . . . . . . . . . . . . . .. . .8
<PAGE>
CULBRO CORPORATION
UNAUDITED PRO FORMA FINANCIAL INFORMATION
INTRODUCTION
On April 25, 1994 The Eli Witt Company ("Eli Witt"), a subsidiary of
Culbro Corporation (the "Corporation"), acquired the net assets of the six
Southern distribution facilities of NCC L.P. ("NCC"), a limited partnership
engaged in the wholesale distribution business. The six facilities,
designated as NCC South, comprised a portion of the overall distribution
business conducted by NCC through nine warehouses in total.
Prior to this acquisition, the Corporation owned 85% of the
outstanding common stock of Eli Witt and the former shareholders of Certified
Grocers of Florida, Inc. ("Certified Grocers") held 15%, which they received
in connection with Eli Witt's acquisition of Certified Grocers in 1993. In
connection with its acquisition of NCC South, Eli Witt issued to NCC 595,000
shares of common stock, representing approximately 23% of its outstanding
common stock after the acquisition. In a transaction executed simultaneously
with Eli Witt's acquisition of NCC South, the Corporation sold 400,000 shares
of its Eli Witt common stock to MS Distribution, Inc. ("MSD"), a former
limited partner of NCC and an affiliate of the Morgan Stanley Leveraged
Equity Fund II L.P., and issued a $15 million subordinated note to MSD. The
subordinated note does not require interest or principal payments until
maturity. In return, the Corporation received proceeds of $12 million and
the right to exchange in 1998, at the Corporation's option, the subordinated
note for the $15 million face value Eli Witt Series B preferred stock held by
the Corporation. The payment terms and exchangeability feature were
structured primarily to maximize the Corporation's after-tax cash flow from
this transaction. The $12 million proceeds received from MSD was allocated
to the subordinated note ($11.3 million) and to the Eli Witt common stock
sold ($0.7 million) based on their estimated fair values as of April 25, 1994.
As a result of the transactions described above, MSD owns shares
totaling approximately 38% of the outstanding common stock of Eli Witt. The
Corporation retained a 50.1% ownership in the outstanding common stock of Eli
Witt, and the former shareholders of Certified Grocers now hold approximately
12% of the outstanding common stock of Eli Witt.
In connection with these transactions, the Corporation entered into
a Shareholders Agreement with MSD. This Agreement contains certain
governance provisions which require the prior approval of MSD for all major
transactions by Eli Witt, including (but not limited to), incurrence of debt,
acquisitions, material contracts, the sale of assets, issuance and repurchase
of stock, changes in Eli Witt's charter and by-laws, and capital
expenditures. Due to the shareholder rights granted to MSD, the Corporation
no longer has unilateral control over Eli Witt. Therefore, the Corporation
deconsolidated Eli Witt as of April 25, 1994 and will account for its
remaining investment in Eli Witt under the equity method.
The unaudited historical statements of operations of the Southern
divisions of NCC included in the pro forma presentation are for its fiscal
year ended November 27, 1993 and its fiscal quarter ended February 26, 1994.
The unaudited historical balance sheet of the Southern divisions of NCC
included in the pro forma presentation is as of February 26, 1994. The
following unaudited pro forma combined statements of operations of the
Corporation assume that the transactions were completed at the beginning of
the respective periods presented. The following unaudited pro forma combined
balance sheet of the Corporation assumes the transactions had been completed
as of the balance sheet date. Accordingly, the deconsolidation of Eli Witt
is reflected in the following unaudited pro forma balance sheet and
statements of operations.
The following unaudited pro forma financial information may not
necessarily reflect the Corporation's results of operations which would have
been obtained if the acquisition had been completed at the beginning of the
fiscal periods presented. The unaudited pro forma financial information
should be read in conjunction with the Corporation's financial statements
included under Item 7 of the Corporation's 1993 Form 10K.
<PAGE>
Culbro Corporation
Unaudited Pro Forma Combined Statement of Operations
Year Ended November 27, 1993
(dollars in thousands except per share data)
<TABLE>
Historical Pro Forma
-------------------- ----------------------
Southern
Divisions
Culbro of NCC L.P. Adjustments Combined
---------- ------------- ------------ ----------
<S> <C> <C> <C> <C>
Net sales and
other revenue $1,364,576 $635,514 $(1,832,860)(1) $167,230
Cost and expenses:
Cost of goods sold 1,219,742 594,000 (1,706,265)(1) 107,477
Selling, general and
administrative expenses 126,055 45,664 (120,711)(1) 51,008
--------- -------- ------------ -------
Operating profit (loss) 18,779 (4,150) (5,884) 8,745
Gain on sale of Eli Witt
common stock - - 2,691 (2) 2,691
Other nonoperating income - - 2,349 (3) 2,349
Loss from equity
investments, net 290 - - (1) 290
Fees on sales of accounts
receivable 476 - - 476
Interest expense, net 14,411 3,256 (10,254)(1) 9,063
1,650 (4)
-------- --------- ----------- -------
Income (loss) before
income taxes 3,602 (7,406) 7,760 3,956
Income tax provision 1,877 - (297)(5) 1,580
--------- --------- ----------- -------
Income (loss) before
cumulative effect
of accounting change 1,725 (7,406) 8,057 2,376
Accretion of Series A
preferred stock of
Eli Witt (705) - 705 (1) -
---------- --------- --------- ------
Income available to
common shareholders
before cumulative
effect of accounting
change $ 1,020 $ (7,406) $ 8,762 $ 2,376
========= ========== ========== =========
Income per common share
before effect of
accounting change $ 0.24 $ 0.55
========= =======
Average common shares
outstanding 4,308,000 4,308,000
=========== ==========
</TABLE>
See accompanying notes to unaudited pro forma combined financial information.
<PAGE>
Culbro Corporation
Unaudited Pro Forma Combined Statement of Operations
Quarter Ended February 26, 1994
(dollars in thousands except per share data)
<TABLE>
Historical Pro Forma
----------------------- -----------------------
Southern
Divisions
Culbro of NCC L.P. Adjustments Combined
---------- ------------ ------------ -----------
<S> <C> <C> <C> <C>
Net sales and
other revenue $ 317,811 $ 132,559 $ (417,010)(1) $33,360
Cost and expenses:
Cost of goods sold 284,390 123,971 (388,011)(1) 20,350
Selling, general and
administrative
expenses 32,072 10,914 (30,533)(1) 12,453
----------- ---------- ------------- --------
Operating profit
(loss) 1,349 (2,326) 1,534 557
Gain on sale of
Eli Witt common stock - - 2,691 (2) 2,691
Other nonoperating income - - 587 (3) 587
Income from equity
investments, net 50 - - 50
Interest expense, net 3,356 695 (2,167)(1) 2,300
416 (4)
--------- ---------- ------------ --------
Income (loss) before
income tax provision
(benefit) (1,957) (3,021) 6,563 1,585
Income tax provision
(benefit) (1,155) - 2,027 (5) 872
----------- ----------- ------------ -------
Net income (loss) (802) (3,021) 4,536 713
Accretion of Series
A preferred stock
of Eli Witt (247) - 247 (1) -
---------- ----------- ------------ --------
Net income (loss)
available to common
shareholders $ (1,049) $ (3,021) $ 4,783 $ 713
=========== =========== ============== ========
Net income (loss)
per common share $ (0.24) $ 0.17
============ ========
Average common
shares outstanding 4,308,000 4,308,000
============ ===========
</TABLE>
See accompanying notes to unaudited pro forma combined financial information.
<PAGE>
Culbro Corporation
Unaudited Pro Forma Combined Balance Sheet
February 26, 1994
(dollars in thousands except per share data)
<TABLE>
Historical Pro Forma
---------------------------- -----------------------
Southern
Divisions
ASSETS Culbro of NCC L.P. Adjustments Combined
----------- -------------- ------------ ---------
<S> <C> <C> <C> <C>
Current
Assets
Cash $ 5,244 $ 47 $ (4,606)(1) $ 685
Receivables,
net 68,624 23,686 (74,491)(1) 17,819
Inventories 116,185 17,253 (59,766)(1) 73,672
Other current
assets 6,077 2,543 (4,321)(1) 4,299
Total current
assets 196,130 43,529 (143,184) 96,475
Property and
equipment,
net 113,137 6,467 (41,640)(1) 77,964
Real estate
held for sale
or lease, net 35,076 - - 35,076
Investment in
Series B
preferred stock
of Eli Witt - - 11,328 (6) 11,328
Investment in
real estate
joint ventures 8,099 - - 8,099
Other assets 24,526 1,290 488 (1) 26,304
Intangible
assets 21,248 - (1,779)(1) 19,469
--------- ----------- --------------- ---------
Total assets $398,216 $ 51,286 $(174,787) $274,715
========= ============ ============= ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable
and accrued
liabilities $ 61,865 $ 15,294 $ (55,601)(1) $ 21,558
Long-term debt
due within
one year 15,082 359 (5,511)(1) 9,930
Income taxes 75 - 1,076 (7) 1,151
-------- --------- ----------- ---------
Total current
liabilities 77,022 15,653 (60,036) 32,639
Long-term debt 166,963 26,115 (87,328)(1) 105,750
Deferred income
taxes 4,075 - - 4,075
Other noncurrent
liabilities 30,068 - (9,268)(1) 20,800
---------- ---------- ------------ ----------
Total
liabilities 278,128 41,768 (156,632) 163,264
=========== =========== ============= =========
Minority
interest 10,252 - (10,252)(1) -
Partners
Equity - 9,518 (9,518)(1) -
Shareholders'
Equity
Common stock 4,549 - - 4,549
Capital in
excess of
par value 13,296 - - 13,296
Retained
earnings 97,296 - 1,615 (7) 98,911
----------- ---------- ------------ ---------
115,141 1,615 116,756
Less - Common
stock in
Treasury (5,305) - - (5,305)
---------- ----------- ----------- ---------
Total
shareholders'
equity 109,836 - 1,615 111,451
---------- ----------- ---------- ---------
Total liabilities,
minority interest
and Shareholders'
/Partners
equity $398,216 $ 51,286 $(174,787) $274,715
=========== ============ ========== ==========
</TABLE>
See accompanying notes to unaudited pro forma combined financial information.
<PAGE>
Culbro Corporation
Notes to Unaudited Combined Pro Forma Information
(amounts in thousands, except per share data)
(1) To reflect the deconsolidation of Eli Witt and to account for the
Corporation's remaining 50.1% common stock ownership of Eli Witt
under the equity method of accounting. As Eli Witt is in a
common deficit position at the date of the transaction, the
Corporation will not recognize any future profits or losses of Eli
Witt until its common deficit is recouped.
(2) To reflect a gain in the consolidated statement of operations for the
Corporation's sale of 400,000 shares of Eli Witt common stock. The
gain reflects proceeds of $672 and a reduction of the Corporation's
negative basis in the Eli Witt shares sold.
(3) Reflects accretion and accrued dividends on the Eli Witt Series B
preferred stock held by the Corporation. The total amount of
accretion and accrued dividends on the Series B preferred stock
equal the amortization of the discount and interest expense on the
subordinated note for each of the periods presented.
(4) To reflect the change in the Corporation's interest expense for the
interest accrued and amortization of the discount on the subordinated
note, and a reduction of interest on the Corporation's Credit
Agreement and Senior Notes, reflecting the reduction of these
facilities from the $12 million proceeds obtained from the issuance
of the subordinated note and sale of Eli Witt common stock.
(5) To reflect a revised income tax provision.
(6) To reflect the Corporation's investment in the Series B preferred
stock of Eli Witt held by the Corporation. The Series B preferred
stock at the date of the transaction equals the value of the
subordinated note to MSD.
(7) To reflect the effect, on the Corporation's balance sheet, for the
gain (net of tax) of $2,691 on the Corporation's sale of 400,000
shares of Eli Witt common stock.
