SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20509
______________________________________________________________________________
FORM 8-K/A
(AMENDMENT NO. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): September 3, 1995
HASTINGS MANUFACTURING COMPANY
(Exact Name of Registrant as Specified in its Charter)
Michigan
(State or Other Jurisdiction
of Incorporation)
1-3574 38-0633740
(Commission File Number) (IRS Employer
Identification Number)
325 North Hanover Street
Hastings, Michigan 49058
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (616) 945-2491
_______________________________________________________________________________
HASTINGS MANUFACTURING COMPANY
Item 2. Acquisition or Disposition of Assets.
As previously reported on Form 8-K, dated September 18, 1995,
effective on September 3, 1995, the Company entered into an agreement and
sold its filter product line of assets to CLARCOR Inc. of Rockford,
Illinois. The sales price, which is subject to final adjustment, amounted
to $13,970,000. The sale did not include filter-related accounts
receivable of approximately $5,725,000, which were retained for collection
by the Company.
There is no relationship between CLARCOR Inc. and the Company or
any of its subsidiaries, any director or officer of the Company, or any
associate of any such director or officer.
The purpose of this amendment of the Form 8-K dated September 18,
1995, is to include the required pro forma financial information which was
not previously available.
Item 7. Financial Statements and Exhibits.
(b) The pro forma financial information required by this Item follows
on pages 2 - 7 and is filed as part of this report.
SIGNATURE
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.
HASTINGS MANUFACTURING COMPANY
November 14, 1995 By: /s/ Thomas J. Bellgraph
Thomas J. Bellgraph, Treasurer
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HASTINGS MANUFACTURING COMPANY
Pro Forma Condensed Consolidated Financial Statements
(Unaudited)
Effective on September 3, 1995, the Company entered into an
agreement and sold its filter product line of assets to CLARCOR Inc.
(CLARCOR) of Rockford, Illinois. The sales price, which is subject to
final adjustment, amounted to $13,970,000. The sale did not include
filter-related accounts receivable of approximately $5,725,000, which were
retained for collection by the Company. Certain filter component parts
inventory, located at the Company's Hastings, Michigan plant, was not
included in the sale as the Company, as discussed below, will continue to
supply CLARCOR with component parts during a transition period. CLARCOR
did not assume any liabilities of the Company relating to the filter
operations being sold.
The Company and CLARCOR also entered into a Transition Agreement,
dated September 3, 1995. The Transition Agreement provides for the
Company's manufacture and supply to CLARCOR of certain filter component
parts until certain manufacturing equipment, located at the Company's
Hastings, Michigan plant, can be moved and set up at CLARCOR's plant
facilities. It also provides for the reimbursement of certain
administrative costs directly related to the manufacture and supply of
filter components to CLARCOR. It is estimated the transition period will
be completed by mid-1996.
The unaudited pro forma consolidated balance sheet on pages 3 and
4 sets forth the estimated effect on the Company as if the sale occurred on
June 30, 1995, and is based on the Company's historical condensed
consolidated balance sheet as of June 30, 1995. The unaudited pro forma
condensed consolidated statements of operations on pages 5 and 6 set forth
the estimated effect on the Company as if the sale occurred on January 1,
1994, and are based upon the Company's historical consolidated statements
of operations for the six months ended June 30, 1995 and year ended
December 31, 1994. This pro forma information has been prepared using the
assumptions set forth in the notes to pro forma condensed consolidated
financial statements on page 7.
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HASTINGS MANUFACTURING COMPANY
<TABLE>
Pro Forma Condensed Consolidated Balance Sheet
(Unaudited)
June 30, 1995
<CAPTION>
Pro forma
Historical Adjustments Adjusted
<S> <C> <C> <C>
Assets
Current Assets
Cash and cash equivalents $ 521,498 13,035,609 (a) $ 5,420,902
(8,136,205)(b)
Accounts receivable 9,271,080 9,271,080
Refundable income taxes 387,218 (109,895)(a) 277,323
Inventories 14,780,743 (6,161,586)(a) 8,619,157
Prepaid expenses and other assets 89,036 89,036
Future income tax benefits 2,294,982 (211,001)(a) 2,083,981
Total Current Assets 27,344,557 (1,583,078) 25,761,479
Net Property and Equipment 13,057,951 (5,792,237)(a) 7,265,714
Intangible Pension Asset 1,426,580 1,426,580
Future Income Tax Benefits 4,685,686 347,798 (a) 5,033,484
Other Assets 146,747 146,747
$ 46,661,521 (7,027,517) $ 39,634,004
</TABLE>
See notes to pro forma condensed consolidated financial statements.
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HASTINGS MANUFACTURING COMPANY
<TABLE>
Pro Forma Condensed Consolidated Balance Sheet
(Unaudited)
June 30, 1995
<CAPTION> Pro forma
Historical Adjustments Adjusted
<S> <C> <C> <C>
Liabilities and Stockholders' Equity
Current Liabilities
Notes payable to banks $ 6,900,000 (6,900,000) (b) $ -
Accounts payable 1,704,639 1,704,639
Accruals 2,842,731 828,962 (a) 3,671,693
Current portion of postretirement
benefit obligation 1,473,374 1,473,374
Current maturities of long-term debt 1,778,800 (253,800) (b) 1,525,000
Total Current Liabilities 14,699,544 (6,324,838) 8,374,706
Long-Term Debt, less current
maturities 5,365,755 (982,405) (b) 4,383,350
Pension and Deferred Compensation
Obligations, less current portion 3,368,354 320,078 (a) 3,688,432
Postretirement Benefit Obligation,
less current portion 15,404,285 15,404,285
Total Liabilities 38,837,938 (6,987,165) 31,850,773
Stockholders' Equity
Preferred stock - -
Common stock 777,336 777,336
Additional paid-in capital 147,384 147,384
Retained earnings 9,462,532 (40,352) (a) 9,422,180
Cumulative foreign currency
translation adjustment (621,895) (621,895)
Pension obligation adjustment (1,941,774) (1,941,774)
Total Stockholders' Equity 7,823,583 (40,352) 7,783,231
$ 46,661,521 (7,027,517) $ 39,634,004
</TABLE>
See notes to pro forma condensed consolidated financial statements.
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HASTINGS MANUFACTURING COMPANY
<TABLE>
Pro Forma Condensed Consolidated Balance Sheet
(Unaudited)
Six months ended June 30, 1995
<CAPTION>
Pro forma
Historical Adjustments Adjusted
<S> <C> <C> <C>
Net Sales $ 35,088,882 (17,671,128) (c) $ 17,417,754
Cost of Sales 24,816,851 (14,069,638) (c) 10,747,213
Gross profit 10,272,031 (3,601,490) 6,670,541
Expenses
Advertising 604,263 (473,619) (c) 130,644
Selling 4,389,368 (2,466,904) (c) 1,922,464
General and administrative 5,547,131 (1,509,411) (c) 4,037,720
Interest expense 480,289 (283,610) (d) 196,679
Other, net 20,382 51,329 (c) 71,711
Total expenses 11,041,433 (4,682,215) 6,359,218
Income (loss) before income
tax expense (benefit) (769,402) 1,080,725 311,323
Income Tax Expense (Benefit) (275,000) 432,000 (e) 157,000
Net Income (Loss) $ (494,402) 648,725 $ 154,323
Net Income (Loss) Per Share
Of Common Stock $ (1.27) $ 0.40
Average Shares of Common
Stock Outstanding 388,668 388,668
</TABLE>
See notes to pro forma condensed consolidated financial statements.
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HASTINGS MANUFACTURING COMPANY
<TABLE>
Pro Forma Condensed Consolidated Statement of Operations
(Unaudited)
Year ended December 31, 1994
<CAPTION>
Pro forma
Historical Adjustments Adjusted
<S> <C> <C> <C>
Net Sales $ 74,572,222 (40,369,845) (c) $ 34,202,377
Cost of Sales 50,818,049 (30,601,853) (c) 20,216,196
Gross profit 23,754,173 (9,767,992) 13,986,181
Expenses
Advertising 1,140,347 (826,502) (c) 313,845
Selling 9,715,649 (6,153,812) (c) 3,561,837
General and administrative 11,306,271 (3,603,907) (c) 7,702,364
Interest expense 920,835 (426,335) (d) 494,500
Other, net (106,850) 61,973 (c) (44,877)
Total expenses 22,976,252 (10,948,583) 12,027,669
Income before income tax expense 777,921 1,180,591 1,958,512
Income Tax Expense 329,000 472,000 (e) 801,000
Net Income $ 448,921 708,591 $ 1,157,512
Net Income Per Share of
Common Stock $ 1.16 $ 2.98
Average Shares of Common
Stock Outstanding 388,572 388,572
</TABLE>
See notes to pro forma condensed consolidated financial statements.
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HASTINGS MANUFACTURING COMPANY
Notes To Pro Forma Condensed Consolidated Financial Statements
(Unaudited)
The filter operations of the Company comprised a portion of the
Company's one business segment, automotive replacement parts. As such, the
sale of the filter product line was accounted for as a sale of a portion of
a segment of a business.
For purposes of the accompanying pro forma condensed consolidated
statements of operations, revenue and expense amounts related to the
transition activities, discussed on page 2, have not been included as such
activities are not considered to be continuing in nature.
The pre-tax loss on sale, amounting to $67,254, after
consideration of all direct costs and expenses associated with the sale, is
included in the Company's condensed consolidated financial statements for
the quarter ended September 30, 1995. This amount has not been included in
the accompanying pro forma condensed consolidated statements of operations.
The following notes describe the pro forma adjustments included
in the accompanying pro forma condensed consolidated financial statements.
(a) To record the sale of the filter product line.
(b) Repayment of short and long-term borrowings with a portion of the
proceeds from the sale.
(c) To remove filter product line revenues and estimated expenses.
(d) Interest expense related to short and long-term borrowings which
were repaid with a portion of the proceeds from the sale.
(e) Tax effect at 40% of the pro forma adjustments.
Pro forma adjustments have not been made to reflect interest
earnings on the excess cash generated by the sale.
Historical and pro forma - adjusted amounts included in the
accompanying pro forma condensed consolidated balance sheet as of June 30,
1995, include approximately $4,925,000 of filter-related accounts
receivable which were retained for collection by the Company and
approximately $1,550,000 of filter component parts for use in supplying
CLARCOR during the transition period. In addition, filter-related accounts
payable and accruals are included in both the historical and pro forma
amounts as such were not assumed by CLARCOR and are not separately
identifiable from remaining operations of the Company.
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