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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM 8-K/A
AMENDMENT TO APPLICATION OR REPORT
FILED PURSUANT TO SECTION 12, 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
JG INDUSTRIES, INC.
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(Exact Name of Registrant as specified in its Charter)
AMENDMENT NO. ONE
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The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its current report on Form 8-K dated
October 27, 1995 as set forth in the pages attached hereto:
Item 7. Financial Statements and
Exhibits
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.
JG Industries, Inc.
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(Registrant)
Date: January 5, 1996 By: Rebecca M. Rebollar /s/
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Chief Financial Officer
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(B) PRO FORMA FINANCIAL INFORMATION:
The transaction reported on Form 8-K dated October 27, 1995 was reflected in the
balance sheet as of October 28, 1995 and statement of income for the thirty-nine
week period ended October 28, 1995, filed on Form 10-Q for the quarterly period
ended October 28, 1995.
See Appendix A for unaudited condensed pro forma consolidated statement of
income for the year ended January 28, 1995.
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APPENDIX A
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JG INDUSTRIES, INC. AND SUBSIDIARIES
INDEX TO APPENDIX A
PAGE
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Unaudited Condensed Pro Forma Consolidated Statement of Income
for the year ended January 28, 1995 5
Notes to Unaudited Condensed Pro Forma Consolidated
Statement of Income 6
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JG INDUSTRIES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED PRO FORMA CONSOLIDATED STATEMENT OF INCOME
FOR THE YEAR ENDED JANUARY 28, 1995
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(in thousands, except per share data)
<TABLE>
HISTORICAL
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JG INDUSTRIES DISCONTINUED PRO FORMA PRO FORMA
CONSOLIDATED OPERATIONS ADJUSTMENTS CONSOLIDATED
------------ ----------- ----------- ------------
<CAPTION>
<S> <C> <C> <C> <C>
Net sales $ 196,195 $119,089 $ 77,106
Cost of sales 121,359 69,201 52,158
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Gross profit 74,836 49,888 0 24,948
Selling, general and
administrative expenses 69,679 44,663 768 /(1)/ 25,784
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Operating income (loss) 5,157 5,225 (768) (836)
Interest expense, net 1,096 233 (632)/(2)/ 231
Loss on subsidiary stock
transactions, net 6 (6)/(3)/ 0
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Income (loss) from
continuing operations
before income tax
provision and
minority interest 4,055 4,992 (130) (1,067)
Provision for
income taxes 666 646 20
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Income (loss) from
continuing operations
before minority
interest 3,389 4,346 (130) (1,087)
Minority interest 2,902 (2,880)/(4)/ 22
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Net income (loss) $ 487 $ 4,346 $ 2,750 $ (1,109)
========= ======== ======= =========
Net income (loss) applicable
to common and common
equivalent shares $ 267 $ (1,329)
========= =========
Per share income (loss)
applicable to common and
common equivalent shares $ .04 $ (.19)
========= =========
Average number of common
and common equivelent
shares outstanding 7,055,105 7,055,105
========= =========
</TABLE>
The accompanying notes are an integral part of the
unaudited condensed pro forma consolidated statement of income.
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JG INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED
PRO FORMA CONSOLIDATED STATEMENT OF INCOME
(1) DISPOSITION OF ASSETS
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As previously reported, pursuant to an Agreement and Plan of Merger dated
September 18, 1995, stockholders of Huffman Koos Inc. ("H-K") received a tender
offer from unrelated third party on September 25, 1995 to acquire all of the
issued and outstanding H-K shares at a per share purchase price of $9.375 in
cash. Upon consumption of the tender offer on October 27, 1995, Sussex Group,
Ltd. ("Sussex"), an indirect majority owned subsidiary of JG Industries, Inc.
(the "Company"), sold its 1,250,000 H-K shares for an aggregate cash
consideration of approxi mately $11,719,000. On October 27, 1995, pursuant to an
agreement dated September 18, 1995 between Jupiter Industries, Inc. ("Jupiter")
and Sussex, Sussex also exercised its option to repurchase 950,000 H-K shares
for the total purchase price of $7,000,000 plus interest of approximately
$641,000, and instructed Jupiter to tender the 950,000 shares. The Company used
the proceeds from the transactions to repay all outstanding debt under the
Company's term loan plus interest.
A further description of the transactions is contained in the documents filed as
exhibits to Forms 8-K dated September 18, 1995 and October 27, 1995, and notes
to condensed consolidated financial statements filed on Form 10-Q for the
quarterly period ended October 28, 1995.
(2) DESCRIPTION OF PRO FORMA STATEMENT OF CONSOLIDATED INCOME PRESENTATION
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The unaudited condensed pro forma consolidated statement of income for the year
ending January 28, 1995 assumes that the disposition of H-K occurred on January
30, 1994. The statement presents the previously reported consolidated results of
JG Industries, Inc., deducts the results of H-K for that period, and reflects
the necessary pro forma adjustments. Following is a description of the
significant pro forma adjustments to the unaudited combined condensed statement
of income:
(1) To add back corporate overhead allocated to H-K.
(2) To eliminate interest expense related to debt which would have been
retired with proceeds from the sale on January 30, 1994.
(3) To eliminate the loss from exercise of H-K stock options.
(4) To adjust the minority shareholders' share in the results of operations of
Sussex relative to the above pro forma adjustments and the net income of
H-K.
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