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 27, 1995 (November 20, 1995)
INTERCO INCORPORATED
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(Exact name of Registrant as specified in Charter)
Delaware I-91 43-0337683
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(State of (Commission (IRS Employer
Incorporation) File Number) Identification Number)
101 South Hanley Road, St. Louis, Missouri 63105
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(Address of principal executive offices)
(314) 863-1100
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(Registrant's telephone number)
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Item 5. Other Events
On November 20, 1995, the Company announced it will purchase from
Armstrong World Industries, Inc. all of the issued and outstanding
common stock of Thomasville Furniture Industries, Inc., a Pennsylvania
corporation ("Thomasville"), in exchange for approximately $331
million in cash at closing. The Company will also assume $8 million
in long-term debt. The transaction is subject to customary
conditions, and is expected to close by December 31, 1995.
Thomasville Furniture Industries, based in Thomasville, North
Carolina, manufactures and markets residential wood and upholstered
furniture under the Thomasville name as well as a line of promotional
and ready-to-assemble furniture under the Armstrong name.
Item 7. Exhibits
99. Press Release, dated November 20, 1995.
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SIGNATURE
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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.
INTERCO INCORPORATED
BY: Steven W. Alstadt
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Steven W. Alstadt
Controller and Chief
Accounting Officer
November 27, 1995
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James R. Orso
Kenneth F. Cook
314/982-1700
FOR IMMEDIATE RELEASE
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INTERCO TO ACQUIRE THOMASVILLE FURNITURE INDUSTRIES
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Creates Largest Residential Furniture Manufacturer
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St. Louis, November 20, 1995 - - INTERCO INCORPORATED (NYSE: ISS)
announced today that it has signed a definitive agreement to acquire
Thomasville Furniture Industries, Inc., a wholly owned subsidiary of
Armstrong World Industries, for approximately $331 million in cash.
The acquisition will create the largest residential furniture
manufacturer in the United States with combined revenues exceeding
$1.6 billion.
Thomasville Furniture Industries, based in Thomasville, North
Carolina, manufactures and markets residential wood and upholstered
furniture under the Thomasville name as well as a line of promotional
and ready-to-assemble furniture under the Armstrong name. For the
year ended December 31, 1994, Thomasville reported sales and operating
profit of approximately $527 million and $39 million, respectively.
INTERCO, which manufactures and markets residential furniture through
its operating subsidiaries, Broyhill Furniture Industries and The Lane
Company, had sales for the same period of $1,073 million and operating
profit of $102 million (excluding depreciation and amortization
relating to fair value adjustments).
INTERCO has commitments from major financial institutions to
finance the cash purchase with a combination of bank debt and
receivables financing. The transaction is accretive; on a pro forma
basis to INTERCO's historical earnings per share, the transaction
would have been accretive in the year ended December 31, 1994 and in
the nine months ended September 30, 1995.
Richard B. Loynd, Chairman of the Board and Chief Executive
Officer of INTERCO, commented, "This acquisition joins three of the
most highly recognized furniture brands, Broyhill, Lane and
Thomasville, into the largest residential furniture manufacturing
company in the industry. The combination results in a company that
has superior marketing, product development and distribution, and an
extremely high quality group of employees. This transaction
represents another significant step forward in the transformation of
INTERCO into a growing, financially strong, pure-play furniture
manufacturer."
"Thomasville has been INTERCO's number one acquisition candidate,
and it will strengthen the combined company's ability to compete more
effectively and more profitably in the $20 billion residential
furniture marketplace. We believe this acquisition will benefit our
shareholders by combining the Thomasville name with INTERCO's brands,
Broyhill and Lane, and through opportunities associated with
increasing purchasing and distribution synergies and more efficient
use of manufacturing capacity," Loynd added.
Founded in 1904, Thomasville has consistently marketed its
products under the Thomasville name, a name that is recognized as a
symbol of quality, craftsmanship, style and value. Thomasville's
operating strategy is to produce a wide variety of high quality
residential furniture that appeals to consumers' changing tastes
while, at the same time, aggressively enhancing its retail
distribution network and capitalizing on the brand name identification
associated with Thomasville.
Armstrong is a leading manufacturer and marketer in the building
materials industry and among the best-known names in interior
furnishings such as vinyl flooring and acoustical ceilings, and a
variety of industrial specialty products. The sale of Thomasville
will enable Armstrong to concentrate its financial resources on growth
opportunities in the company's core businesses.
Fred Starr, President and Chief Executive Officer of Thomasville,
commented, "We have always admired the way INTERCO conducts its
furniture operations and its high quality products fit the market in a
way that is very complementary to ours. The entire Thomasville
management team welcomes the opportunity to work side by side with the
INTERCO companies and their management teams to create the largest and
most profitable company in the residential furniture industry." Mr.
Starr will continue as President and CEO of Thomasville after the
closing of the transaction.
The transaction is subject to customary conditions, and is
expected to close by December 31, 1995. Smith Barney Inc. assisted
INTERCO in the negotiation of the transaction.
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