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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K/A
AMENDING THE CURRENT REPORT ON FORM 8-K FILED DECEMBER 12, 1995
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) December 12, 1995
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DANIEL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 1-6098 74-1547355
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(State of other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification (No.)
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9753 Pine Lake Drive, Houston, Texas 77055
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (713) 467-6000
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ITEM 2. DISPOSITION OF ASSETS
In February 1995, Daniel Industries, Inc. ("Daniel") announced that
its Board of Directors approved and adopted a restructuring plan to improve
Daniel's overall profitability through a greater focus on high margin and
market leading product lines, and cost reductions in overhead and direct
expenses.
As part of the restructuring plan, Daniel announced its intention
to divest identified non-core product lines. On November 28, 1995, the net
assets of the fastener subsidiary, Daniel Industrial, Inc., ("Industrial"),
were sold to an investor group for $8,200,000 in cash and $9,948,000 in
collaterized subordinated notes, discounted to $9,048,000. In the fourth
quarter of fiscal 1995, Daniel recorded a pretax charge of $10,587,000
related to the divestitures of non-core assets, primarily the fastener
business.
ITEM 7. FINANCIAL STATEMENTS
The accompanying unaudited Pro Forma Consolidated Statement of
Operations for the year ended September 30, 1995, is based on historical
financial statements, adjusted to give effect to the divestiture of the fastener
business as if it had occurred on September 30, 1994. The unaudited Pro Forma
Consolidated Statement of Operations for the nine months ended June 30, 1996 was
not prepared due to immateriality of Industrial amounts. The unaudited pro
forma financial information should be read in conjunction with the historical
financial statements and related notes thereto. The unaudited pro forma
financial information is not necessarily indicative of the results that would
have been attained had the divestiture occurred in an earlier period.
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DANIEL INDUSTRIES, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED SEPTEMBER 30, 1995
(IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
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Daniel Industrial(1) Adjustments Pro Forma
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Revenues $ 168,560 $(27,746) $140,814
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Costs and expenses:
Cost of goods sold 109,588 (20,549) 89,039
Selling, general and
administrative expense 51,171 (4,317) 46,854
Restructuring and other
charges 12,330 12,330
Losses on divestitures 11,958 (9,528) 2,430
Interest expense 2,028 2,028
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187,075 (34,394) 152,681
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Income (loss) before
income tax expense (benefit) (18,515) 6,648 (11,867)
Income tax expense (benefit) (2) (5,723) 2,021 (3,702)
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Net income (loss) $(12,792) $ 4,627 $ (8,165)
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Loss per common share (3) $ (1.06) $ (.68)
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Average number of shares
outstanding 12,048 12,048
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See accompanying notes to Pro Forma Consolidated Financial Statements
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DANIEL INDUSTRIES, INC.
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1) Reflects the divestiture of the net assets of the fastener business in
November 1995. (See "Item 2. Disposition of Assets".)
(2) The provision (benefit) for income taxes is based on the Company's
historical effective tax rate for the year ended September 30, 1995.
(3) Loss per common share is computed on the average number of shares
outstanding.
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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.
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Date October 7, 1996 By
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James M. Tidwell
Vice President, Finance
and Chief Financial Officer
