SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 28, 1994
GOULDS PUMPS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-684 15-0321120
(Commission File Number) (IRS Employer
Identification No.)
240 Fall Street, Seneca Falls, New York 13148
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code
(315) 568-2811
Page 1 of 8
<F50>
ITEM 2. Transfer of Control
Goulds Pumps, Inc. (Goulds) and Franklin Electric Co.,
Inc. (Franklin) announced that control of Oil Dynamics,
Inc. transferred to Franklin on November 28, 1994.
Previously, Oil Dynamics was owned and controlled equally
by Goulds and Franklin.
The change in control results from Goulds' election to
receive a cash dividend in the amount of $11.7 million in
lieu of a stock dividend declared by Oil Dynamics. After
the cash and stock dividends have been paid, Goulds will
continue to own 3% of Oil Dynamics voting stock.
Franklin elected to take the stock dividend which will
increase its interest in Oil Dynamics to 97%.
Future results of Oil Dynamics will be consolidated into
Franklin and Goulds' interest in Oil Dynamics will no
longer be recorded under the "equity" method of
accounting. There will be no gain or loss on the
transaction for either Goulds or Franklin.
Goulds believes the transfer of control will allow it to
better focus its resources on those businesses more
closely aligned to its strategic plan.
Oil Dynamics, located in Tulsa, Oklahoma, is a producer
of deep-well petroleum pumps used in the oil industry.
It was established in 1967 under the joint control of
Goulds and Franklin. Franklin is the primary supplier of
motors for Goulds' domestic water systems pumps.
Page 2 of 8
<F50>
ITEM 7. Financial Statements and Pro Forma Financial Information
and Exhibits
b.PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED)
GOULDS PUMPS, INC.
The following pro forma condensed consolidated
balance sheet as of September 30, 1994, and the pro
forma condensed consolidated statements of earnings
for the nine month period then ended and the year
ended December 31, 1993 give effect to the transfer
of control of Oil Dynamics, Inc. The adjustments
related to the pro forma condensed consolidated
balance sheet assume the transaction was
consummated at September 30, 1994, while the
adjustments to the pro forma condensed consolidated
statements of earnings assume the transaction was
consummated at the beginning of the period
presented. The transfer occurred on November 28,
1994.
The pro forma information is based on the
historical financial statements of Goulds ("GPI")
with only pro forma adjustments required to reduce
"Investments in Affiliates" on the condensed
consolidated balance sheet and "Earnings from
Affiliates" on the consolidated statements of
earnings and to reflect the associated net interest
earnings and income tax effects of the transaction.
These pro forma statements are not necessarily
indicative of the results that actually would have
occurred if the transfer had been in effect as of
and for the periods presented or what may be
achieved in the future.
Page 3 of 8
<F50>
Pro Forma Condensed Consolidated Balance Sheet (Unaudited)
September 30, 1994
<TABLE>
<CAPTION>
(In thousands except per share data) PRO FORMA PRO FORMA
GPI ADJUSTMENTS CONSOLIDATED
ASSETS
Current assets:
<S> <C> <C>
Cash and cash equivalents $ 8,578 $ 8,578
Receivables - net 126,730 126,730
Inventories 115,773 115,773
Deferred tax asset 14,178 14,178
Prepaid expenses and other current assets 12,388 12,388
Total current assets 277,647 277,647
Property, plant and equipment - net 145,497 145,497
Investments in affiliates 12,955 (11,700) (a) 1,255
Other investments 6,297 6,297
Deferred tax asset 4,221 4,221
Other assets 13,927 13,927
$460,544 $448,844
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Notes payable $ 28,565 (10,811) (b) $ 17,754
Current portion of long-term debt 25,077 25,077
Trade payables 48,224 48,224
Compensation and commissions 17,756 17,756
Income taxes payable 835 835
Dividends payable 4,236 4,236
Deferred tax liability 1,217 1,217
Other 29,285 29,285
Total current liabilities 155,195 144,384
Long-term debt 34,650 34,650
Pension 18,102 18,102
Other postretirement benefit obligation 55,068 55,068
Deferred tax liability and other 4,252 (889) (c) 3,363
SHAREHOLDERS' EQUITY:
Common stock - $1.00 par value; authorized
90,000,000; issued and outstanding
21,181,158 and 21,153,966 shares,
respectively 21,181 21,181
Additional paid-in capital 57,448 57,448
Retained earnings 124,586 124,586
Cumulative translation adjustments and other (9,938) (9,938)
Total shareholders' equity 193,277 193,277
$460,544 $448,844
<F54>
(a) Record effect of cash dividend received from Oil Dynamics, Inc. on
investments.
(b) Reflect the use of the dividend to reduce outstanding short-term notes
payable.
(c) Reflect impact of the transaction on deferred income tax assets and
liabilities.
</TABLE>
Page 4 of 8
<F50>
Pro Forma Condensed Consolidated Statement of Earnings (Unaudited)
For the nine months ended September 30, 1994
<TABLE>
<CAPTION>
(In thousands except per share data) PRO FORMA PRO FORMA
GPI ADJUSTMENTS CONSOLIDATED
<S> <C> <C>
Net sales $443,739 $443,739
Cost and expenses:
Cost of sales 314,209 314,209
Selling, general and administrative expenses 86,222 86,222
Research and development expenses 7,951 7,951
Provision for environmental litigation fees 3,454 3,454
Earnings from affiliates (606) 532 (a) (74)
Interest expense 4,794 (364) (b) 4,430
Interest income (2,762) (2,762)
Other expense 3,247 3,247
Earnings before income taxes 27,230 168 27,062
Income taxes 10,353 (40) (c) 10,313
Net earnings $ 16,877 $128 $ 16,749
Net earnings per common share $ .80 $ .01 $ .79
Weighted Average Shares Outstanding
(in thousands) 21,171 21,171
<F54>
(a) Reflects the impact on earnings from affiliates assuming the dividend transaction
occurred on January 1, 1994.
(b) Reflects the impact on interest expense due to the reduction of short-term notes
payable by cash dividend amount as of January 1, 1994.
(c) Reflects the impact on income taxes assuming the transaction occurred on January 1,
1994.
</TABLE>
Page 5 of 8
<F50>
Pro Forma Condensed Consolidated Statement of Earnings
For the year ended December 31, 1993
<TABLE>
<CAPTION>
(In thousands except per share data) PRO FORMA PRO FORMA
GPI ADJUSTMENTS CONSOLIDATED
<S> <C> <C>
Net sales $555,692 $555,692
Costs and expenses
Cost of sales 399,374 399,374
Selling, general and administrative expenses 115,153 115,153
Research and development expenses 7,177 7,177
Earnings from investments and affiliates (4,569) 4,385 (a) (184)
Interest expense 5,403 (389) (b) 5,014
Interest income (1,909) (1,909)
Other expense 648 648
521,277 3,996 525,273
Earnings before income taxes and
cumulative effect of accounting change 34,415 30,419
Income taxes 10,841 (332) 10,509
Earnings before cumulative effect of
accounting change 23,574 3,664 19,910
Cumulative effect of accounting change,
net of income tax benefit (1,026) (1,026)
Net earnings $ 22,548 $ 3,664 $ 18,884
Net earnings per common share
Earnings before cumulative effect of
accounting change $ 1.12 $ .18 $ .94
Cumulative effect of accounting change (.05) (.05)
Net earnings per common share $ 1.07 $ .18 $ .89
Weighted Average Shares Outstanding
(in thousands) 21,126 21,126
<F54>
(a) Reflects the impact on earnings from affiliates assuming the dividend transaction
occurred on January 1, 1993.
(b) Reflects the impact on interest expense due to the reduction of short-term notes
payable by cash dividend amount as of January 1, 1993.
(c) Reflects the impact on income taxes assuming the transaction occurred on January 1,
1993.
</TABLE>
Page 6 of 8
<F50>
ITEM 7. Financial Statements and Exhibits
C. Exhibits.
Since the transaction did not involve a
disposition of shares, but rather resulted
from the Company's election to receive cash in
lieu of a stock dividend from Oil Dynamics,
Inc., there are no agreements or contracts to
be filed in relation to Item 7.
Page 7 of 8
<F50>
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 thereunto duly authorized.
GOULDS PUMPS, INCORPORATED
Date: December 12, 1994 By:s/John P. Murphy
John P. Murphy
Vice President-Finance and
Chief Financial Officer
(Mr. Murphy is Chief
Financial Officer and has
been duly authorized to sign
on behalf of the Registrant.)
Page 8 of 8
