<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) December 12, 1996
-------------------------
DANIEL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-6098 74-1547355
- ------------------------- -------------- --------------------
(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification (No.)
9753 Pine Lake Drive, Houston, Texas 77055
- ------------------------------------------ ------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 467-6000
-------------------------
<PAGE> 2
ITEM 2. ACQUISITION.
On December 12, 1996 Daniel Industries, Inc. ("Daniel") acquired
Bettis Corporation ("Bettis") upon the merger of a subsidiary of Daniel with
and into Bettis, with Bettis becoming a wholly-owned subsidiary of Daniel.
Bettis manufactures and sells valve actuators and controls which are used to
remotely and automatically open and close quarter-turn or linear valves. Its
market is any industry that uses pipes to transport liquids or gases in supply,
manufacture or distribution operations. These industries include chemical and
petrochemical, oil and gas transmission, refining, food and beverage, power and
pulp and paper.
Under the terms of the Agreement and Plan of Merger dated September
17,1996, Bettis stockholders will receive .58 of a share of Daniel common
stock, $1.25 par value, for each share of Bettis common stock, $.01 par value,
that they own, for an aggregate of 4,920,392 shares of Daniel common stock.
A press release relating to the merger, dated December 12, 1996, is
attached hereto as Exhibit 20.1 and is incorporated by reference herein.
ITEM 5. OTHER EVENTS.
On December 13, 1996 Daniel amended its Certificate of Incorporation
to increase the number of authorized shares of Daniel's common stock from
20,000,000 to 40,000,000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
The historical financial statements of Bettis, including
annual audited balance sheets, and related statements of
operations, cash flows and changes in stockholders' equity,
filed as part of Daniel's Registration Statement on Form S-4
(Reg. No. 333-14635) are hereby incorporated by reference
herein.
(b) The Unaudited Pro Forma Financial Statements ("Pro Forma
Statements") have accounted for the merger as a pooling of
interests. Accordingly, the Pro Forma Statements have been
prepared as if Daniel and Bettis were combined at the
beginning of the earliest period presented.
The Unaudited Pro Forma Balance Sheet as of September 30, 1996
and Unaudited Pro Forma Statement of Operations for the year
ended September 30, 1996 have been derived from the audited
consolidated financial statements of Daniel and the unaudited
consolidated financial statements of Bettis. The Unaudited
Pro Forma Statements of Operations for each of the two years
in the period ended September 30, 1995 and 1994 have been
derived from the audited consolidated financial statements of
both Daniel and Bettis.
<PAGE> 3
As a result of differing year ends of Daniel and Bettis,
results of operations for different year ends have been
combined. Daniel's results of operations for years ended
September 30, 1995 and 1994 have been combined with Bettis'
results of operations for years ended December 31, 1995 and
1994. Daniel's results of operations for the year ended
September 30, 1996 has been combined with Bettis' results of
operations for the twelve months ended September 30, 1996 and
accordingly, Bettis' operating results for the period October
1, 1995 through December 31, 1995 are included in the Pro
Forma Statements for the years ended September 30, 1996 and
1995. Revenues, net income and net income per share of Bettis
were $14,735,000, $635,000 and $.08, respectively, for the
period October 1, 1995 through December 31, 1995.
The Pro Forma Statements are presented for illustrative
purposes only and are not necessarily indicative of actual
results of operations or financial position that would have
been achieved had the merger been consummated at the beginning
of the earliest period presented. Nor are they necessarily
indicative of future results.
<PAGE> 4
(b) Pro forma financial information continued.
DANIEL INDUSTRIES, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED SEPTEMBER 30, 1996
(IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
Daniel Bettis Daniel/Bettis Adjustments Combined
------ ------ ------------- ----------- --------
<S> <C> <C> <C> <C>
Revenues . . . . . . . . . . . . . . . . . . . $ 167,475 $66,849 $234,324 $234,324
---------- ------- -------- ---------
Costs, expenses and other income:
Cost of goods sold. . . . . . . . . . . . 105,037 44,306 149,343 149,343
Selling, general and administrative
expenses . . . . . . . . . . . . . . . 48,002 15,823 63,825 63,825
Gain on divestitures of assets. . . . . . (3,267) (3,267) (3,267)
Interest expense. . . . . . . . . . . . . 2,015 1,530 3,545 3,545
---------- -------- --------- ---------
Total cost, expenses and other income 151,787 61,659 213,446 213,446
---------- -------- --------- ---------
Income before income tax expense . . . . . . . 15,688 5,190 20,878 20,878
Income tax expense . . . . . . . . . . . . . . 5,890 2,311 8,201 8,201
---------- -------- --------- ---------
Net income . . . . . . . . . . . . . . . . . . $ 9,798 $ 2,879 $ 12,677 $ 12,677
========== ======== ========= =========
Earnings per common share. . . . . . . . . . . $ 0.81 $ 0.74
========== =========
Average number of shares outstanding . . . . . 12,107 17,116
========== =========
</TABLE>
See accompanying Notes to Unaudited Pro Forma Consolidated Financial Statements
<PAGE> 5
(b) Pro forma financial information continued.
DANIEL INDUSTRIES, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED SEPTEMBER 30, 1995
(IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
Daniel Bettis Daniel/Bettis Adjustments Combined
------ ------ ------------- ----------- --------
<S> <C> <C> <C> <C>
Revenues . . . . . . . . . . . . . . . . . . . . $ 168,560 $55,142 $223,702 $ 223,702
--------- ------- -------- --------
Costs and expenses:
Cost of goods sold. . . . . . . . . . . . . 109,588 35,882 145,470 145,470
Selling, general and administrative
expenses . . . . . . . . . . . . . . . . 51,171 14,203 65,374 65,374
Restructuring and other charges . . . . . . 12,330 12,330 12,330
Losses on divestitures of assets. . . . . . 11,958 11,958 11,958
Interest expense. . . . . . . . . . . . . . 2,028 1,094 3,122 3,122
--------- ------- -------- --------
Total cost and expenses. . . . . . . . . 187,075 51,179 238,254 238,254
--------- ------- -------- --------
Income (loss) before income tax
expense (benefit) . . . . . . . . . . . . . (18,515) 3,963 (14,552) (14,552)
Income tax expense (benefit) . . . . . . . . . . (5,723) 1,683 (4,040) (4,040)
--------- ------- -------- --------
Net income (loss) . . . . . . . . . . . . . . . $ (12,792) $ 2,280 $(10,512) $ (10,512)
========= ======= ======== =========
Loss per common share . . . . . . . . . . . . . $ (1.06) $ (0.62)
========= =========
Average number of shares outstanding . . . . . . 12,048 16,999
========= =========
</TABLE>
See accompanying Notes to Unaudited Pro Forma Consolidated Financial Statements
<PAGE> 6
(b) Pro forma financial information continued.
DANIEL INDUSTRIES, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED SEPTEMBER 30, 1994
(IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
Daniel Bettis Daniel/Bettis Adjustments Combined
------ ------ ------------- ----------- --------
<S> <C> <C> <C> <C>
Revenues . . . . . . . . . . . . . . . . . . . . $203,766 $ 51,974 $255,740 $255,740
-------- -------- -------- --------
Costs and expenses:
Cost of goods sold. . . . . . . . . . . . . 138,599 33,607 172,206 172,206
Selling, general and administrative
expenses . . . . . . . . . . . . . . . . 61,120 13,853 74,973 74,973
Interest expense. . . . . . . . . . . . . . 1,927 1,047 2,974 2,974
-------- -------- -------- --------
Total cost and expenses. . . . . . . . . 201,646 48,507 250,153 250,153
-------- -------- -------- --------
Income before income tax expense . . . . . . . . 2,120 3,467 5,587 5,587
Income tax expense . . . . . . . . . . . . . . . 796 1,400 2,196 2,196
-------- -------- -------- --------
Net income . . . . . . . . . . . . . . . . . . . $ 1,324 $ 2,067 $ 3,391 $ 3,391
======== ======== ======== ========
Earnings per common share. . . . . . . . . . . . $ .11 $ .20
======== ========
Average number of shares outstanding . . . . . . 12,030 16,949
======== ========
</TABLE>
See accompanying Notes to Unaudited Pro Forma Consolidated Financial Statements
<PAGE> 7
(b) Pro forma financial information continued.
DANIEL INDUSTRIES, INC.
PRO FORMA CONSOLIDATED BALANCE SHEET
YEAR ENDED SEPTEMBER 30, 1996
(IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
Daniel/
Daniel Bettis Bettis Adjustments Combined
------ ------ ------ ----------- --------
ASSETS
<C> <C> <C> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . $ 7,087 $ 1,322 $ 8,409 $ 8,409
Receivables, net of reserves . . . . . . . . . . 37,031 18,706 55,737 55,737
Costs in excess of billings . . . . . . . . . . . 3,132 3,132 3,132
Inventories . . . . . . . . . . . . . . . . . . . 38,663 19,151 57,814 57,814
Deferred taxes on income . . . . . . . . . . . . 7,440 7,440 7,440
Other . . . . . . . . . . . . . . . . . . . . . . 4,667 1,880 6,547 6,547
-------- ------- -------- --------- --------
Total current assets . . . . . . . . . . . . 98,020 41,059 139,079 139,079
Property, plant and equipment, net . . . . . . . . . . 53,162 22,564 75,726 75,726
Intangibles and other assets . . . . . . . . . . . . . 19,390 14,574 33,964 33,964
-------- ------- -------- --------- --------
$170,572 $78,197 $248,769 $ - $248,769
======== ======= ======== ========= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable . . . . . . . . . . . . . . . . . . $ 13,133 $ 4,223 $ 17,356 $ 17,356
Current maturities of long-term debt . . . . . . 2,857 2,730 5,587 5,587
Accounts payable . . . . . . . . . . . . . . . . 12,110 5,668 17,778 17,778
Accrued expenses . . . . . . . . . . . . . . . . 14,967 10,973 25,940 25,940
-------- ------- -------- --------
Total current liabilities . . . . . . . . . . 43,067 23,594 66,661 66,661
Long-term debt . . . . . . . . . . . . . . . . . . . . 5,715 28,987 34,702 34,702
Deferred taxes on income . . . . . . . . . . . . . . . 5,994 1,988 7,982 7,982
Other . . . . . . . . . . . . . . . . . . . . . . . . 644 644 644
-------- ------- -------- --------
Total liabilities . . . . . . . . . . . . . . 54,776 55,213 109,989 109,989
-------- ------- -------- --------
Stockholders' equity:
Common stock, $1.25 par value . . . . . . . . . . 15,171 15,171 $ 6,150 A 21,321
Common stock, $.01 par value . . . . . . . . . . 85 85 (85) A
Capital in excess of par value . . . . . . . . . 90,966 5,777 96,743 (6,065) A 90,678
Translation component . . . . . . . . . . . . . . (2,222) (1,243) (3,465) (3,465)
Retained earnings . . . . . . . . . . . . . . . . 11,881 18,365 30,246 30,246
-------- ------- -------- -------- --------
Total stockholders' equity . . . . . 115,796 22,984 138,780 138,780
-------- ------- -------- -------- --------
$170,572 $78,197 $248,769 $ - $248,769
======== ======= ======== ======== ========
</TABLE>
See accompanying Notes to Unaudited Pro Forma Consolidated Financial Statements
<PAGE> 8
(b) Pro forma financial information continued.
NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS
PRO FORMA ADJUSTMENTS
(A) To give effect to the anticipated issuance of 4,920,392
shares of Daniel common stock and to the retirement of the
Bettis common stock, based upon the exchange ratio of .58.
There were no material transactions between Daniel and Bettis
during the periods presented.
PRO FORMA EARNINGS (LOSS) PER SHARE
The pro forma average common shares outstanding have been
computed by adjusting the historical average outstanding
common shares of Daniel for the shares assumed to be issued in
exchange for the outstanding Bettis common shares and for the
dilutive effect of common stock equivalents arising from the
assumption of the Bettis options.
(c) Exhibits.
2.1 Agreement and Plan of Merger dated September 17,
1996, by and among Daniel, Blue Acquisition Inc. and
Bettis filed as Exhibit 2.1 to Daniel's Registration
Statement on Form S-4 (Reg. No. 333-14635) and
hereby incorporated by reference herein.
4.1 Amendment to Certificate of Incorporation of Daniel
dated December 13, 1996.
20.1 Joint press release of Daniel and Bettis dated
December 12, 1996.
23.1 Consent of Coopers & Lybrand L.L.P.
ITEM 8. CHANGE IN FISCAL YEAR.
On December 12, 1996 the Board of Directors of Daniel approved a
change in Daniel's fiscal year to December 31. A Quarterly Report on Form 10-Q
for the quarter ending December 31, 1996 will be filed for the transition
period.
<PAGE> 9
SIGNATURES
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 hereunto duly authorized.
DANIEL INDUSTRIES, INC.
Date: December 18, 1996 By: /s/ James M. Tidwell
---------------------------------
James M. Tidwell
Vice President, Finance
and Chief Financial Officer
<PAGE> 10
INDEX TO EXHIBITS
Exhibit
Number Description
- ------- -----------
2.1 Agreement and Plan of Merger dated September 17,
1996, by and among Daniel, Blue Acquisition Inc. and
Bettis filed as Exhibit 2.1 to Daniel's Registration
Statement on Form S-4 (Reg. No. 333-14635) and
hereby incorporated by reference herein.
4.1 Amendment to Certificate of Incorporation of Daniel
dated December 13, 1996.
20.1 Joint press release of Daniel and Bettis dated
December 12, 1996.
23.1 Consent of Coopers & Lybrand L.L.P.
<PAGE> 1
Exhibit 4.1
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
Pursuant to the provisions of Section 242(b) of the Delaware General
Corporation Law (the "DGCL"), the undersigned corporation submits the following
Certificate of Amendment to its Certificate of Incorporation:
1. The name of the corporation is Daniel Industries, Inc.
2. Section A of Article IV of the Certificate of Incorporation is
hereby amended to read as follows in its entirety:
"A. The total number of shares of all classes of stock that the
corporation shall have authority to issue in forty-one million (41,000,000)
shares, divided into the following two classes:
(i) one million (1,000,000) shares of Preferred Stock,
of the par value of $1 per share; and
(ii) forty million (40,000,000) shares of Common Stock,
of the par value of $1.25 per share."
3. Such amendment has been duly adopted in accordance with the
provisions of Section 242 of the DGCL.
Dated the 13th day of December, 1996.
Daniel Industries, Inc.
By: /s/ W.A. GRIFFIN III
----------------------------
W.A. Griffin, President
and Chief Executive Officer
<PAGE> 1
EXHIBIT 20.1
DANIEL COMPLETES BETTIS MERGER
HOUSTON, TEXAS, December 12, 1996. . . . Daniel Industries, Inc. (NYSE-DAN) and
Bettis Corporation jointly announced the approval of their Agreement and Plan
of Merger by the stockholders of both companies at their respective special
meetings held on December 12, 1996. Each outstanding share of Bettis common
stock will be converted into .58 of a share of Daniel common stock. Daniel
will have approximately 17 million shares outstanding, of which former Bettis
stockholders will own approximately 30%. Bettis stock will no longer trade.
At the Daniel special meeting, stockholders also approved an amendment to
Daniel's Certificate of Incorporation to increase the number of authorized
shares of Daniel's common stock from 20,000,000 to 40,000,000. The increase in
the number of authorized shares provides Daniel the flexibility to take
advantage of potential future opportunities as they arise.
W.A. Griffin, III, President and CEO of Daniel, commented "The affirmative vote
from the stockholders is the culmination of several months of dedicated effort
by Daniel and Bettis. Bettis is an excellent company, and now that the
combination is completed we can take advantage of the numerous opportunities
that this merger offers."
W. Todd Bratton, President and CEO of Bettis, appointed an Executive Vice
President of Daniel, added "The merger allows Bettis to benefit from Daniel's
extensive marketing network and greater financial flexibility."
<PAGE> 2
W. Todd Bratton will continue as President of Bettis following the merger.
Additionally, Nathan M. Avery and Thomas J. Keefe, previously directors of
Bettis, were named directors of Daniel to fill the vacancies created upon the
retirement of two of Daniel's directors.
Additionally, Daniel announced a change in its fiscal year to the calendar year
from a September 30 fiscal year end. Griffin stated "Bettis has been on a
calendar year end so we will have to make a change in any event. We have
decided that the change to a calendar year is preferable as it brings us into
conformity with the majority of our customers and competitors." The change
will result in reporting the quarter ending December 31, 1996 as a stand alone
three-month period with future periods reported on the calendar year basis.
Griffin also commented that the Company expects to report a loss for the
quarter ending December 31, 1996 due to the adverse effect of the expenses,
primarily professional fees, associated with the Bettis merger, estimated at
approximately $3 to 3.5 million, and due to operating results for the period
significantly below recent quarters, primarily as a result of delays in the
receipt and shipment of certain orders. Griffin added "Although we expect
results for the quarter ending December 31 to be disappointing, our current
level of order intake and backlog leads us to be optimistic about 1997." The
quarter will also be the initial reporting period using the pooling method of
accounting for the merger with Bettis.
Daniel Industries, Inc. is a Houston, TX based provider of flow measurement,
control and analytical products, services and integrated solutions primarily
for natural gas and oil producers, transporters and refiners worldwide. Bettis
Corporation, based in Waller, TX, manufactures valve actuators and control
systems used worldwide for the automation of valves in numerous energy and
industrial markets.
<PAGE> 3
Certain information set forth above includes indications of management's
current expectations regarding the future results of operations or financial
condition of the Company. Such information is based on current expectations
regarding the markets affecting the Company and other matters which can affect
the Company's results of operations, liquidity or financial condition. Because
such information is based solely on data currently available, it is subject to
change as a result of changes in conditions and should not therefore be viewed
as assurance regarding the Company's future performance. Additionally, the
reader of this information should be aware that the Company is not obliged to
inform the reader of such changes as they occur or make public indication of
changes unless obliged under applicable disclosure rules and regulations.
[For additional information, contact Sean P. O'Neill, Manager,
Investor Relations at (713) 827-3892.]
Our website address is www.DanielInd.com
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Form 8-K of Daniel
Industries, Inc. dated December 18, 1996 of our report dated February 26, 1996,
on our audits of the consolidated financial statements of Bettis Corporation as
of December 31, 1995 and 1994, and for the three years ended December 31, 1995,
appearing in the registration statement on Form S-4 (Reg. No. 333-14635) of
Daniel Industries, Inc. filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933.
Coopers & Lybrand L.L.P.
Houston, Texas
December 18, 1996
